Yezan Haddadin
Outlook TherapeuticsAbout Yezan Haddadin
Yezan Haddadin (age 49) is a Class I independent director of Outlook Therapeutics, serving on the Board since October 2017. He is CEO of GMS Capital Partners LLC (since July 2017), with prior senior roles in investment banking and private equity; he holds a J.D. from Northwestern University Law School and a B.S. from Georgetown University’s School of Foreign Service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners (NY) | Managing Director | 2007–2013 | Led M&A/financing mandates; capital markets experience |
| J.P. Morgan (M&A Group) | Executive Director | 2000–2007 | Transaction leadership in M&A; strategic finance expertise |
| Ripplewood Holdings LLC | Advisor | 2013–2014 | Private equity advisory; deal evaluation |
| Regional investment bank (Amman, Jordan) | CEO and Director | 2014–2017 | Operating leadership; board stewardship |
External Roles
| Organization | Role | Status |
|---|---|---|
| GMS Capital Partners LLC (subsidiary of GMS Holdings) | Chief Executive Officer | Current |
| Jordan Ahli Bank | Director | Current |
| Sixth of October Development & Investment Company (SODIC) | Director | Prior; publicly listed Egyptian real estate developer |
| Designation to OTLK Board | Designated by GMS Ventures under Investor Rights Agreement (Apr 21, 2022) | Current designation |
Board Governance
- Committee memberships and roles:
- Compensation Committee: Member; committee met 5 times in fiscal 2024 .
- Executive Committee: Member; meets as needed (formed to provide frequent oversight to management) .
- Independence: Board affirmed Haddadin is independent under Nasdaq standards; majority-independent board .
- Attendance: Board met 5 times; all members attended at least 75% of Board and committee meetings during FY2024 .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation Committee | Member | 5 |
| Executive Committee | Member | As needed |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Standard for non-employee directors in FY2024 |
| Compensation Committee member fee | $5,000 | Member fee |
| Executive Committee member fee | $30,000 | Member fee; no chair fee |
| Total FY2024 “fees earned” (policy amounts) | $75,000 | Most directors elected to receive cash fees as options (see performance compensation) |
Director compensation policy changes effective October 1, 2024 (FY2025):
- Board cash retainer increased to $50,000; Audit member fee to $12,500 and chair to $25,000; Compensation member to $10,000 and chair to $20,000; Nominating member to $5,000 and chair to $10,000 .
- Initial director option grant fair value changed to $245,000; annual option grants increased to $265,000 and moved to first day of fiscal year .
Performance Compensation
| Award Type | Grant Date | Shares/Options | Grant-Date Fair Value ($) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|---|
| Annual option grant (standard) | Annual meeting | N/A (value-based) | $35,000 | N/A | Typically 10-year term | Vests by next annual meeting or 1-year anniversary |
| Options in lieu of cash fees (FY2024 election) | 10/4/2023 | 17,916 | $75,000 | $4.80 | 10/4/2033 | 25% at end of each fiscal quarter during FY2024, subject to service |
Policy mechanics and safeguards:
- Directors may elect 50% or 100% of cash fees as options; grants on third business day in October; quarterly vesting across fiscal year .
- Hedging/pledging prohibited for directors (short sales, options, hedging, margin, pledges) under Insider Trading Policy .
- No option repricing without stockholder approval under 2024 Plan; minimum 12-month vesting for awards (with limited exceptions) .
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict Considerations |
|---|---|---|
| GMS Ventures & Investments (largest stockholder of OTLK) | Designated Haddadin to OTLK Board via Investor Rights Agreement | GMS Ventures participated in December 2022 registered offering, January 2024 private placement, and January 2025 warrant inducement; Audit Committee reviews related-party transactions; Lead Independent Director empowered to manage situations where chair’s GMS role creates conflicts |
| Jordan Ahli Bank | Banking | External public company directorship; no disclosed related-party transactions with OTLK |
| SODIC | Real estate (public, Egypt) | Prior board service; no current interlock |
Expertise & Qualifications
- Capital raising and private equity leadership (CEO GMS Capital Partners; prior PE/M&A roles at Ripplewood, Perella Weinberg, J.P. Morgan) .
- Legal and international policy training (J.D. Northwestern; B.S. Georgetown SFS) .
- Board designations and governance familiarity via investor rights arrangements; Board views managerial and capital-raising experience as qualifying .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 80,941 |
| Percent of outstanding | <1% (star designation) |
| Options exercisable within 60 days | 77,774 |
| Options held as of 9/30/2024 | 67,890 |
| Shares outstanding reference date | 24,905,635 (as of 1/15/2025) |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
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Strengths:
- Independence affirmed; robust attendance (≥75%) and active committee participation (Compensation and Executive Committees) support engagement and oversight .
- Clear related-party transaction policy requiring Audit Committee approval; Lead Independent Director role added to manage GMS-related conflicts; separation of independent chair from CEO enhances oversight .
- Director pay includes significant equity via options (including in-lieu of cash), improving alignment; anti-hedging/pledging and anti-repricing provisions protect shareholder interests .
-
Watch items / RED FLAGS:
- Designation by GMS Ventures (largest stockholder) and GMS’s repeated participation in financings could create perceived influence; continued transparency and Audit Committee oversight are critical .
- FY2025 policy changes materially increased annual director equity grant fair values ($265,000) and initial grants ($245,000), plus one-time option grants in September 2024; monitor for pay inflation risk relative to company performance and liquidity .
- Executive Committee’s “as-needed” involvement with management can blur oversight lines; ensure regular executive sessions and committee independence practices are maintained .
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Compensation committee practices:
- Compensation Committee engages Mercer as independent consultant; oversees executive/director pay, severance/CIC arrangements, and plan administration; meets in executive session and excludes CEO from deliberations on his compensation .