Fred Hassan
PRECIGENAbout Fred Hassan
Fred Hassan is an independent director of Precigen (PGEN), serving on the Board since June 2016. He is 79 years old and brings extensive pharma leadership experience, including prior CEO roles and private equity directorship at Warburg Pincus. Hassan holds a B.S. in chemical engineering from Imperial College London and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schering-Plough | Chairman & CEO | 2003–2009 | Led turnaround and strategic initiatives |
| Pharmacia Corporation | Chairman & CEO | 2001–2003 | Led post-merger integration (Monsanto + Pharmacia & Upjohn) |
| Pharmacia & Upjohn, Inc. | Chief Executive Officer | 1997–2001 | Operational leadership post-merger |
| Wyeth | Executive Vice President; Board Member | 1995–1997 | Senior leadership and board experience |
| Sandoz Pharmaceuticals (U.S.) | Head of U.S. Pharmaceuticals | Early career | U.S. commercial leadership |
| PhRMA | Chair | N/A | Chaired industry association |
| IFPMA | Chair | N/A | Chaired global industry association |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Warburg Pincus LLC | Director | 2010–present | Global private equity investment institution |
| Time Warner Inc. | Director | 2009–2018 | Media conglomerate |
| Amgen, Inc. | Director | 2015–2021 | Biotechnology |
| Avon Products, Inc. | Director | 1999–2013 | Consumer products |
| Bausch & Lomb | Director | 2010–2013 | Acquired by Valeant (2013) |
| Valeant Pharmaceuticals International, Inc. | Director | 2013–2014 | Pharmaceuticals |
Board Governance
- Committee assignments: Hassan is a member of the Audit Committee and the Compensation & Human Capital Management Committee; not a chair. Audit Committee: Kindler (Chair), Hassan, Gupta. Compensation Committee: Turley (Chair), Hassan, Kindler .
- Independence: Board determined Audit and Compensation Committee members are independent under Nasdaq/NYSE listing standards and Corporate Governance Guidelines .
- Attendance: The Board held 11 meetings in 2024; each director except Cesar Alvarez attended at least 75% of combined Board and committee meetings. All directors at the time attended the 2024 Annual Meeting. Independent directors meet in executive session at least quarterly .
- Committee activity: Audit Committee met 4 times in 2024; Compensation Committee met 2 times in 2024 .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Retainer (Other Board Members) | $50,000 | Option to elect stock in lieu of cash |
| Committee Member Additional Retainer | $6,500 | Per committee membership |
| Committee Chair Additional Retainer | $12,500 | Not applicable to Hassan (not a chair) |
| Fees Earned or Paid in Cash (2024) | $63,000 | Hassan’s 2024 director cash-equivalent fees |
| Shares received in lieu of cash (2024) | 44,055 shares | All directors elected stock in lieu of cash |
Performance Compensation
| Award Type | Grant Value (2024) | Vesting / Terms | Grant Timing |
|---|---|---|---|
| RSUs (annual grant) | $125,000 | Vest in full on 1-year anniversary, subject to continued Board service | |
| Stock Options (annual grant) | $125,000 | Exercise price = FMV on grant date; fully vested at grant | |
| Initial Appointment RSUs | $180,000 | Vest in full on 1-year anniversary (new directors only) | |
| Initial Appointment Options | $180,000 | 25% vest each year on appointment anniversary (new directors only) | |
| 2024 Total Director Compensation (Hassan) | $313,000 | Fees $63,000; RSUs $125,000; Options $125,000 |
Equity Ownership Guidelines: Non-employee directors must hold shares equal to at least 5x annual cash retainer; measured annually at 12/31. As of 12/31/2024, each non-employee director either met or was on track to meet the requirement. Until met, 100% of net shares from option exercise/RSU vest must be held for 1 year .
Other Directorships & Interlocks
| Company | Overlap / Interlock | Potential Conflict Note |
|---|---|---|
| Warburg Pincus | Private equity directorship | Private equity affiliations can create broad network linkages; no PGEN-related transactions disclosed with Hassan |
| Amgen; Time Warner; Avon; Bausch & Lomb; Valeant | Prior public boards | No current overlapping public boards disclosed for Hassan at 2025 proxy; historical service only |
Expertise & Qualifications
- Deep pharma leadership: Former Chairman & CEO at Schering-Plough and Pharmacia; CEO at Pharmacia & Upjohn; senior roles at Wyeth and Sandoz .
- Governance and industry roles: Chaired PhRMA and IFPMA; member of The Business Council .
- Education: B.S. Imperial College London; MBA Harvard Business School .
- Skills cited by Board: Operations, strategy, government relations, regulatory, finance, investments, and M&A .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | Right to Acquire (60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Fred Hassan | 1,153,452 | 639,168 | 1,792,620 | <1% |
| RSUs Outstanding (12/31/2024) | — | — | 87,412 units | — |
| Stock Options Outstanding (12/31/2024) | — | — | 555,651 options | — |
Anti-hedging: Directors, officers, employees are prohibited from short sales, publicly traded options, or hedging transactions in company securities .
Governance Assessment
- Alignment signals: Hassan elected to receive retainer entirely in PGEN stock (44,055 shares in 2024), supporting skin-in-the-game; equity grants and director ownership guidelines (≥5x retainer) reinforce alignment .
- Committee effectiveness: Active roles on Audit (4 meetings) and Compensation (2 meetings) committees; Board disclosures confirm independence of all committee members .
- Attendance: Met at least the 75% threshold for combined Board/committee meetings; attended the 2024 Annual Meeting; independent director executive sessions occur at least quarterly .
- Compensation structure: Balanced cash retainer + equity mix; options fully vested at grant and RSUs time-vest promote long-term value creation; non-employee director annual compensation capped under 2023 Plan ($750k; $1M in first year) .
- Clawback/controls: Company maintains compensation recovery policy aligned with SEC/Nasdaq rules; Audit Committee provides robust oversight over financial reporting and auditor independence .
- Related-party context: Significant related-party financings involved RJ Kirk and affiliates (August and December 2024). No related-party transactions identified involving Hassan; however, board-level concentration (RJ Kirk ~39.7%) and preferred/warrant structures can affect governance dynamics and dilution risk .
RED FLAGS
- Board-level ownership concentration and insider financing by Executive Chairman RJ Kirk may raise governance risk around control and dilution; not specific to Hassan but relevant to Board effectiveness and investor confidence .
- No explicit disclosure of Hassan’s individual committee attendance percentages (only aggregate threshold), limiting granular assessment of engagement beyond meeting frequency .
Overall: Hassan’s independent status, extensive industry leadership, and adherence to equity ownership/anti-hedging policies support governance quality. Equity-based director compensation and stock-in-lieu of retainers signal alignment, while board-level related-party transactions and concentrated ownership warrant continued monitoring for potential conflicts or influence on compensation and control .