James Topper
About James Topper, M.D., Ph.D.
Independent director; age 63; Class III nominee up for election at the 2025 annual meeting. Current PHAT board service since September 2022 (prior PHAT board service January 2018–May 2021). Managing General Partner at Frazier Life Sciences; prior Head of Cardiovascular R&D at Millennium Pharmaceuticals. Education: B.S. Biology (University of Michigan); M.D. and Ph.D. Biophysics (Stanford University School of Medicine); board-certified in internal medicine and cardiovascular disease after training at Brigham and Women’s Hospital.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Millennium Pharmaceuticals, Inc. | Head of Cardiovascular R&D | 2002–2003 | Led cardiovascular development program |
| Frazier Life Sciences | Partner; Managing General Partner | Partner 2003–2005; Managing GP since 2005 | Leads venture investments; extensive public company board service |
| Phathom Pharmaceuticals, Inc. | Director (prior term) | Jan 2018–May 2021 | Early board member through formative stage |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| NewAmsterdam Pharma B.V. | Director | Since Nov 2022 | Publicly traded biotechnology company |
| Alpine Immune Sciences, Inc. | Director (former) | Jun 2016–May 2024 | Public biotechnology company |
| AnaptysBio, Inc. | Director (former) | Nov 2007–Sep 2023 | Public biotechnology company |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; chair is Dr. Parikh. Not on Audit or Compensation Committees.
- Independence: Board determined Dr. Topper is independent under Nasdaq rules; subjective determination confirmed no relationships that impair independent judgment.
- Board attendance: The board met 10 times in FY 2024; each director attended at least 75% of meetings and committees served.
- Board classification: Class III director; nominated for three-year term expiring at the 2028 annual meeting.
- Anti-hedging/pledging policy: Company prohibits short sales, hedging, margining, pledging, and speculative derivatives by directors.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | 50,000 | Standard director retainer |
| Nominating & Corporate Governance Committee member retainer | 5,000 | Additional annual retainer for committee members |
| Audit/Comp Committee member retainer | — | Not applicable for Topper (not a member) |
| Chair fees | — | Not applicable (Topper not a chair) |
| 2024 Director Compensation (Topper) | Value ($) |
|---|---|
| Fees earned or paid in cash | 55,000 |
| Option awards (grant-date fair value) | 121,280 |
| Stock awards (grant-date fair value) | 108,150 |
| Total | 284,430 |
| Cash retainer paid to | Frazier Life Sciences (on Topper’s behalf) |
| 2024 Equity Grants (Topper) | Grant | Shares/Units | Vesting/Details |
|---|---|---|---|
| Annual RSU grant (May 23, 2024) | RSUs | 10,500 | Grant-date fair value $10.30 per share; annual director grant size increased in 2024 |
| Annual option grant (May 23, 2024) | Stock options | 17,500 | Annual director option grant size increased in 2024 |
| Outstanding as of Dec 31, 2024 (Topper) | Quantity |
|---|---|
| Options outstanding | 62,500 |
| RSUs outstanding | 10,500 |
Performance Compensation
- Context for pay-for-performance oversight (applies to executives; directors do not receive performance-based pay):
- 2024 corporate bonus metrics: Regulatory/clinical/manufacturing 25%; financial/operational/commercial 75%, including FDA approval of Non-Erosive GERD NDA, year-end cash balance, written prescriptions, and total net product revenue.
| 2024 Corporate Bonus Outcomes | Corporate Performance Level | Individual Performance Level | % of Target Bonus Earned | Bonus Paid ($) |
|---|---|---|---|---|
| Terrie Curran (CEO, 2024) | 80% | n/a | 80% | 368,225 |
| Azmi Nabulsi | 80% | 100% | 82% | 233,290 |
| Molly Henderson | 80% | 130% | 85% | 196,988 |
- Compensation benchmarking: Pay Governance advised the Compensation Committee; 2024 director total compensation was between the 25th–50th percentiles of peers; equity grant values were increased in 2024 to align with market.
Other Directorships & Interlocks
| Entity | Relationship to PHAT | Potential Interlock/Note |
|---|---|---|
| Frazier Life Sciences funds | 18.3% beneficial owner of PHAT; Topper is Managing GP and shares voting/investment power over fund holdings | Significant ownership; governance influence possibility; board affirms independence under Nasdaq |
| PCI Pharma Services | Related party; Frazier is a principal stockholder in PCI; PHAT engaged PCI for clinical manufacturing services | $0.8M expenses in 2024; $0.3M payable at 12/31/2024; Audit Committee reviews related-party transactions |
Expertise & Qualifications
- Deep biopharma operating and investing experience; extensive public board tenure (NewAmsterdam; prior Alpine Immune Sciences; AnaptysBio).
- Scientific/clinical credentials (M.D./Ph.D., cardiovascular specialty); board-certified in internal medicine and cardiovascular disease.
- Governance experience via Nominating & Corporate Governance Committee membership.
Equity Ownership
| Holder/Instrument (Topper) | Shares/Units | Detail |
|---|---|---|
| Total beneficial ownership (Topper) | 12,813,376 | 18.4% of 69,648,287 shares outstanding as of Apr 7, 2025 |
| Direct shares held by Topper | 12,596 | Personal holdings |
| Topper Group III LLC | 3,912 | Topper is manager with voting/investment power |
| Options exercisable within 60 days | 59,166 | Included in beneficial ownership |
| RSUs vesting within 60 days | 19,500 | Included in beneficial ownership |
| Frazier-affiliated PHAT holdings (aggregate) | 12,718,202 | Across multiple Frazier entities; Topper shares voting/investment power via GP roles |
| Frazier-affiliated warrants (included above) | 2,608,922 | Warrants exercisable within 60 days (2,004,956 + 591,443 + 12,523) |
| Shares pledged/hedged | Not disclosed; company prohibits hedging/pledging by directors | Policy restriction |
Governance Assessment
-
Strengths:
- Independent director under Nasdaq; serves on governance committee; board separates CEO and Chair roles; robust risk oversight through committees.
- Attendance threshold met; directors encouraged to attend annual meetings and did so in 2024.
- Clawback policy in place for executives; anti-hedging/pledging policy extends to directors.
- Director compensation reviewed with independent consultant; equity grants aligned to peer market median in 2024.
-
Alignment:
- Significant skin-in-the-game via Frazier-affiliated ownership (18.4% beneficially attributed to Topper), plus personal holdings and options/RSUs.
- Cash retainers directed to Frazier Life Sciences, indicating economic linkage to sponsor; equity grants provide direct alignment to PHAT performance.
-
RED FLAGS / Watch items:
- Related-party exposure: PHAT purchases services from PCI Pharma Services where Frazier is a principal stockholder; while Audit Committee oversees RPTs, the relationship warrants continued monitoring.
- Concentrated ownership: Frazier funds’ large stake and Topper’s governance role (NCG committee) may raise investor scrutiny regarding influence; board documents affirm independence and conflict controls.
-
Compensation structure:
- Director pay predominantly time-based equity (RSUs, options) plus modest cash retainers; no performance metrics tied to director pay—standard for industry. Equity grant sizes increased in 2024 to market median; continue to monitor dilution and mix trends.
-
Committee composition/changes:
- NCG committee membership updated April 17, 2025; Topper currently member; ensure continued independence and use of outside search/consultants as needed.
Overall, Topper brings strong sector expertise and significant ownership alignment via Frazier, balanced by formal independence determinations and Audit Committee oversight of related-party transactions. Continued monitoring of RPTs and concentrated ownership influence is advisable.