Derrell Porter
About Derrell D. Porter, M.D.
Independent director of Passage Bio (since May 2021), age 54 as of March 31, 2025. Background spans biopharma commercialization and corporate strategy: CEO of cTRL Therapeutics (since Nov 2023), prior Founder/CEO of Cellevolve Bio (2020–2023), SVP/Head of Commercial at Atara (2017–2019), Vice President roles at Gilead (2013–2017), plus roles at AbbVie and Amgen; began career at McKinsey. Education: M.D. (University of Pennsylvania), M.B.A. (Wharton), B.A. in neuroscience (UCLA). We believe the board cites his corporate development and global marketing experience; board determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| cTRL Therapeutics, Inc. | Chief Executive Officer; Director | Nov 2023–present | Private company leadership; commercialization focus |
| Cellevolve Bio, Inc. | Founder & Chief Executive Officer | Mar 2020–Nov 2023 | Private biotech; founder-led scale-up |
| Atara Biotherapeutics, Inc. | SVP, Head of Commercial | May 2017–Oct 2019 | Led commercial planning and launch readiness |
| Gilead Sciences, Inc. | Vice President | Apr 2013–May 2017 | Corporate strategy, commercial planning, global launches |
| AbbVie; Amgen | Various strategy/corp dev/business unit roles | Prior to 2013 | US/EU/global leadership roles |
| McKinsey & Company (LA) | Consultant, West Coast Health Care Practice | Career start | Advisory in healthcare strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acumen Pharmaceuticals, Inc. (ABOS) | Director | Jan 2023–present | Public company directorship |
| Various private companies | Director | Current | Multiple private board roles |
Board Governance
- Independence: Board determined Porter is an independent director under SEC/Nasdaq rules.
- Committee assignments: Member, Compensation Committee; Member, Nominating & Governance Committee. Not a committee chair.
- Attendance: In 2024, each director other than Saqib Islam attended at least 75% of board and committee meetings—indicates Porter met attendance threshold. Independent directors meet separately without management. All directors attended the 2024 annual meeting.
- Lead structure: Chairperson is Maxine Gowen; CEO and Chair are separate.
Fixed Compensation (Director)
| Component | 2024 Policy Amounts | Porter 2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer | $40,000 | Included | Paid quarterly; pro-rated if partial year |
| Committee chair fees | Audit $15,000; Comp $10,000; N&G $8,000 | N/A | Porter not a chair |
| Committee member fees | Audit $7,500; Comp $5,000; N&G $4,000 | Comp $5,000; N&G $4,000 | Porter total cash = $49,000 |
| Meeting fees | None | None | No per-meeting fees |
| 2024 Director Compensation Summary | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 49,000 |
| Option Awards (grant-date fair value) | 45,000 |
| All Other Compensation | — |
| Total | 94,000 |
Performance Compensation (Director)
| Equity Element | Grant Value | Vesting | Change-in-Control Treatment | Notes |
|---|---|---|---|---|
| Annual option grant (continuing directors) | $45,000 (2024) | Vests on 1-year anniversary of grant date | Director equity vests in full upon change in control or certain events | Awarded on date of annual meeting (May 21, 2024) |
| Initial option grant (new directors) | $90,000 | Equal monthly installments over 3 years | As above | Applies to new directors upon election |
- No director performance metrics (TSR, revenue, ESG) are used for director compensation; options are time-based per policy.
- 2025 program increased annual option grant to $55,000; initial grant $110,000; Comp chair fee to $12,000; committee member Comp fee to $5,500 (market-informed by Pearl Meyer).
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Consideration |
|---|---|---|
| Acumen Pharmaceuticals (ABOS) | External board role | No PASG-disclosed related-party transactions; board reviews related-person transactions via Audit Committee policy |
Expertise & Qualifications
- Biopharma commercialization and launch readiness; corporate strategy and portfolio planning; global marketing.
- Medical and business credentials (M.D., M.B.A.) with neuroscience background.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Ownership Breakdown | Notes |
|---|---|---|---|---|
| Derrell Porter, M.D. | 81,836 | <1% | 81,836 shares underlying options exercisable within 60 days of March 19, 2025 | Footnote clarifies options; no common shares listed in table for Porter |
| Director Option Holdings as of 12/31/2024 | Options Outstanding (count) |
|---|---|
| Porter | 129,529 |
- Anti-hedging: Company policy prohibits directors from engaging in hedging transactions (e.g., collars, swaps); no pledging disclosure in proxy.
Insider Trades (Form 4)
| Date | Filing | Issuer | Summary/Link |
|---|---|---|---|
| May 30, 2025 | Form 4 | Passage Bio (PASG) | Annual director equity filing by Porter; see EDGAR index (File No. 001-39231, Accession 0001415889-25-015057) |
| June 5, 2025 | Form 4 | Acumen Pharmaceuticals (ABOS) | RSU and stock option grants as ABOS director |
Governance Assessment
- Committee effectiveness: Porter sits on Compensation and Nominating & Governance—both critical for pay, board composition, and ESG oversight. Compensation Committee uses independent consultant (Pearl Meyer); committee determined no conflicts of interest.
- Independence & attendance: Independent per Nasdaq; met attendance threshold; presence at annual meeting supports engagement.
- Pay structure & alignment: Director pay is modest, capped by policy tied to a peer group and percentile limits; equity is time-based options (not RSUs/PSUs) with full vesting on change in control—a typical pro-director term but accelerations can be investor-sensitive. 2025 program increases equity values modestly.
- Ownership “skin-in-the-game”: Beneficial ownership consists of options; no common shares disclosed for Porter, and percent ownership <1%. While option holdings show participation, absence of outright share ownership may be viewed as lower alignment by some investors. Anti-hedging policy is a positive.
- Related-party risk: Company reports no related-party transactions ≥$120,000 since Jan 1, 2022; Audit Committee oversees such matters via written policy.
- Shareholder signals: 2024 election results—Porter received 27,072,576 FOR vs 9,624,003 WITHHELD, indicating solid but not unanimous support; tracking future votes advisable.
- Say-on-Pay context: As an emerging growth company, PASG is not required to hold advisory votes on executive compensation—reduces direct shareholder feedback channel on pay.
Director Election Results (Shareholder Support Signal)
| Meeting | Nominee | Shares FOR | Shares WITHHELD | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Annual Meeting (May 21, 2024) | Derrell Porter, M.D. | 27,072,576 | 9,624,003 | 10,034,554 |
RED FLAGS
- Change-in-control acceleration for director equity: Full vesting on change in control could be viewed as generous; monitor how this aligns with investor expectations.
- Low outright share ownership: Beneficial ownership via options only; consider encouraging common share accumulation to strengthen alignment.
Notes on Director Compensation Policy (Peer Group Governance)
- Policy caps average annual comp for continuing directors at the 62.5th percentile of the Director Compensation Peer Group; includes market cap and operating metrics constraints; annual consultant engagement mandated.
Related Policies
- Anti-Hedging: Prohibits hedging transactions for directors.
- Clawback: Applies to Section 16 officers; administered by Compensation Committee (executives only, not directors).