Saqib Islam
About Saqib Islam
Independent Class III director at Passage Bio, Inc. since March 2019; age 55 as of March 31, 2025. He is CEO and director of SpringWorks Therapeutics and previously held senior roles at Moderna and Alexion after 25+ years as an investment banker at Morgan Stanley and Credit Suisse; education includes B.A. from McGill University and J.D. from Columbia Law School . He is designated independent by PASG’s Board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpringWorks Therapeutics, Inc. | Chief Executive Officer; Director | CEO since Aug 2018; CFO & CBO Aug 2017–Aug 2018 | Executive leadership and capital markets experience |
| Moderna Therapeutics, Inc. | Chief Business Officer | Feb 2016–Aug 2017 | Strategy and BD leadership |
| Alexion Pharmaceuticals, Inc. | EVP, Chief Strategy & Portfolio Officer | Feb 2013–Feb 2016 | Portfolio and strategy oversight |
| Morgan Stanley; Credit Suisse | Managing Director | Prior 25+ years | International business management and capital markets |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| SpringWorks Therapeutics, Inc. | Chief Executive Officer; Director | Aug 2018–present | Public |
| ARS Pharmaceuticals, Inc. | Director | Since July 2017 | Public |
Board Governance
- Independence: Board determined Islam is independent under SEC/Nasdaq rules .
- Committees: Audit Committee member (Audit chaired by Sandip Kapadia) .
- Attendance: In 2024, “each director other than Saqib Islam” attended at least 75% of Board and committee meetings; Islam fell below 75% (RED FLAG) .
- Board/Committee cadence: 2024 Board met 5 times; Audit, Compensation, Nominating/Governance met 5 times each .
- Leadership structure: Separate Chair (Maxine Gowen) and CEO (William Chou); lead independent director not applicable under current structure .
- Executive sessions: Independent directors meet separately on a regular basis (frequency not quantified) .
- Related-party review: Audit Committee reviews and approves related-person transactions ; no related-party transactions above thresholds disclosed since 2022 (clean) .
- Annual meeting participation: All directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Program | Director-Specific (Islam) 2024 |
|---|---|---|
| Annual cash retainer | $40,000 | $40,000 |
| Committee member fees | Audit $7,500; Compensation $5,000; Nominating $4,000 | Audit member $7,500; total cash $47,500 |
| Chair premiums | Board Chair $30,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $8,000 | Not applicable (not a chair) |
| Meeting fees | None; expenses reimbursed | None |
2025 program adjustments: Compensation Chair premium increased to $12,000; committee member fees for Compensation increased to $5,500; annual retainer unchanged at $40,000 .
Performance Compensation
| Equity Element | Grant Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Annual option grant (continuing directors) | $45,000 in 2024 | Vests on 1-year anniversary | Full vesting on change in control or certain events |
| Initial option grant (new directors) | $90,000 (2024 policy) | Vests monthly over 3 years | Full vesting on change in control |
| 2025 annual option grant | $55,000 (approved) | Vests on 1-year anniversary | Full vesting on change in control |
- No performance-conditioned director equity (no PSUs/TSR metrics) disclosed; options are time-vested .
- Equity awards are granted by value (ASC 718) rather than fixed share counts; timing not set to exploit price moves .
Other Directorships & Interlocks
| Company | Relationship to PASG | Potential Interlock/Conflict Notes |
|---|---|---|
| SpringWorks Therapeutics, Inc. | External CEO/Director | No PASG related-party transactions disclosed; Audit Committee oversees related-person transactions (low conflict signal) |
| ARS Pharmaceuticals, Inc. | External Director | No PASG related-party transactions disclosed |
Expertise & Qualifications
- Capital markets and BD expertise: Former MD at Morgan Stanley & Credit Suisse; senior BD/strategy roles at Moderna and Alexion .
- Executive leadership: CEO experience at SpringWorks; public company director experience .
- Education: B.A. McGill University; J.D. Columbia Law School .
- Financial literacy: Audit Committee membership requires financial literacy; Board designates Audit members as financially literate .
Equity Ownership
| Holder | Shares Owned (Common) | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Saqib Islam | 5,000 | 164,057 | 169,057 | <1% |
| Options outstanding (as of 12/31/2024) | — | — | 211,750 options held | — |
- No pledging or hedging allowed under Insider Trading Policy; hedging transactions are prohibited for directors .
- Ownership guidelines for directors not disclosed in proxy; no compliance status disclosed (skip) .
Compensation Peer Group (Directors)
- PASG adopted a formal Non-Employee Director Compensation Policy in Apr 2024 with annual consultant review (Pearl Meyer) and compensation caps tied to a peer group .
- 2025 Director Compensation Peer Group: 20 pre-commercial biotech companies with market caps $12–$105mm, employee counts 20–150, LTM opex $30–$150mm (e.g., Adverum, Assembly Biosciences, Regulus, Vigil Neuroscience) .
- Caps: average continuing director pay ≤62.5th percentile of peer group; new director initial equity ≤2× annual award; additional cap if PASG market cap < $100mm (≤$125k average) .
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company and Smaller Reporting Company, PASG is not required to have advisory say‑on‑pay votes; reduced compensation disclosure applies .
- 2025 Annual Meeting voting: auditor ratification passed (49,459,847 for); reverse split authorization approved (47,038,889 for); Class II directors elected (Maxine Gowen and Dolan Sondhi) .
Governance Assessment
- Strengths: Independence affirmed; Audit Committee service; deep capital markets and biotech operating experience; clear anti‑hedging policy and formal director compensation governance (consultant and caps) .
- Alignment: Receives modest cash retainer plus options; beneficial ownership includes 164,057 options exercisable within 60 days, indicating some equity alignment though overall ownership is <1% .
- RED FLAGS:
- Sub‑75% attendance in 2024 across Board/committees (unique among directors), raising engagement concerns .
- Audit Committee member with attendance shortfall heightens oversight risk perception .
- Conflicts: No related‑party transactions involving Islam disclosed; Audit Committee reviews related‑person transactions policy in place (low conflict risk) .
- Compensation signals: 2025 program increases equity grant value for directors and minor committee fee lifts; structure remains time‑vested options (no performance metrics), which is typical for directors but provides less explicit pay‑for‑performance linkage .