Allan Jacobson
PTC THERAPEUTICSAbout Allan Jacobson
Allan Jacobson, Ph.D. (age 79), is a co-founder of PTC Therapeutics and has served on the Board since 1998, previously as Chair (1998–2004). He is the Gerald L. and Zelda S. Haidak Professor of Cell Biology at UMass Chan Medical School, and chaired its Department of Microbiology & Physiological Systems from 1994–2023; he holds a Ph.D. from Brandeis University and is an elected member of the American Academy of Microbiology and American Academy of Arts & Sciences, and co-recipient of the 2023 Gruber Prize in Genetics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PTC Therapeutics, Inc. | Co-founder; Director; Chair of Board (prior) | Director since 1998; Chair 1998–2004 | Foundational governance continuity; deep scientific oversight |
| UMass Chan Medical School | Department Chair (Microbiology & Physiological Systems); Professor | Chair 1994–2023; current Haidak Professor | Leadership in genetics and cell biology; >100 publications |
| Applied bioTechnology, Inc. | Co-founder; Chairman | 1982–1991 | Built biotech operations to sale in 1991 |
| Euclid Partners (VC) | Special Limited Partner | 1987–1990 | Venture investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in PTCT proxy for Dr. Jacobson |
Board Governance
- Committee assignments: Development Committee (Chair); members include Drs. Jacobson, Klein, Steele, Zeldis, and Mr. Schmertzler; the committee met once in 2024 and oversees Phase 2/3 protocols, serious adverse events (SAEs), and related regulatory risk reporting .
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; Dr. Jacobson is independent .
- Board leadership: Chair of the Board is Michael Schmertzler (separate from CEO), enhancing independent oversight .
- Attendance: The Board held 13 meetings in 2024; each director attended at least 75% of Board and committee meetings; 10 of 11 directors attended the 2024 annual meeting .
- Executive sessions and governance: Independent directors meet regularly; Board maintains Corporate Governance Guidelines and reviews risk oversight across committees .
Committee Roles
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Development | Chair (Jacobson) | 1 | Clinical trial protocols; unexpected SAEs; product SAEs; report regulatory/compliance updates |
Fixed Compensation
- 2024 Director fee schedule: $50,000 annual Board retainer; 10,000 stock options vesting monthly over 1 year; 4,000 RSUs vesting 1/3 on June 18, 2024 and 2/3 on Feb 15, 2025; Audit Committee $12,000 ($25,000 Chair); Compensation Committee $10,000 ($20,000 Chair); Nominating & Corporate Governance $6,500 ($14,500 Chair); ad hoc committees $7,500 ($11,250 Chair). Chair of the Board receives an additional 10,000 options and 4,000 RSUs .
2024 Director Compensation (Jacobson)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 50,000 | Annual Board retainer |
| Option awards (grant-date fair value) | 134,915 | 10,000 options; Black-Scholes valuation |
| Stock awards (grant-date fair value) | 102,760 | 4,000 RSUs; ASC 718 |
| All other compensation | 90,000 | Fees for service as chair of scientific advisory board (SAB) |
| Total | 377,675 | — |
Performance Compensation
- No director-specific performance metrics are disclosed; non-employee director equity grants are time-vested (options monthly over one year; RSUs per schedule), aligning directors with shareholder outcomes without formulaic KPIs .
- Stock ownership guidelines for non-employee directors: 3x three-year average cash Board retainer, achieved within five years; as of Dec 15, 2024, all directors were in compliance or within grace period .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Allan Jacobson in PTCT proxy biography |
| Notable interlocks | SAB Chair dual role (paid) while serving as independent director; potential perceived conflict mitigated by Board’s independence determination |
| Compensation consultant independence | FW Cook engaged; Compensation Committee concluded no conflicts of interest |
Expertise & Qualifications
- Genetic disease and post-transcriptional control specialist; >100 publications; elected to American Academy of Microbiology and American Academy of Arts & Sciences; Gruber Prize in Genetics (2023) .
- Biotech founding/operator experience and venture investing background .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Allan Jacobson, Ph.D. | 124,451 | Less than 1% (of 79,237,622 shares outstanding as of Apr 21, 2025) | 107,666 options exercisable/within 60 days; 1,667 RSUs vesting within 60 days; 15,118 common shares |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Post-transaction holdings | Notes |
|---|---|---|---|---|---|
| 10/03/2025 | Option exercise (M) | 12,000 | $30.86 | 29,451 | Under Rule 10b5-1 plan adopted 3/12/2025 |
| 10/03/2025 | Sale (S) | 12,000 | $65.00 | 17,451 | Same-day sale after exercise |
| 08/28/2025 | Sale (S) | 1,667 | $50.15 | 17,451 | Reported in subsequent filing |
| 03/04/2025 | Sale (S) | — | $51.52 | — | Yahoo insider log indicates a sale; confirm via Form 4 filings |
Note: Form 4 details and holdings reflect SEC-reported transactions; prices/totals per filings above.
Governance Assessment
-
Strengths:
- Deep scientific expertise and founding knowledge enhance Development Committee oversight of clinical risk, SAEs, and regulatory strategy .
- Independent director status and separate Chair/CEO structure support board effectiveness .
- Strong attendance benchmarks met in 2024; regular independent sessions per guidelines .
- Director ownership guidelines in place; compliance or grace-period status achieved; insider trading policy prohibits pledging/hedging, reducing alignment risk .
-
Potential red flags or watch items:
- Dual role as SAB Chair with $90,000 fees alongside Board service could raise perceived independence/conflict questions, though Board deems him independent; monitor related-party disclosures annually .
- Long tenure (since 1998) may reduce “fresh” independence perspectives; offset by committee leadership and broad external academic credentials .
- Insider sales under Rule 10b5-1 plans appear orderly; continue monitoring for unusual timing around material events .
-
Additional governance signals:
- Say-on-pay 2024 passed with ~98.1% approval, suggesting broad shareholder support for compensation governance (management/NEOs) .
- Compensation Committee uses independent consultant (FW Cook) and maintains clawback policy under SEC/Nasdaq rules; reduces compensation risk though primarily applicable to executive officers .
Related-party transactions: 2024 disclosures do not identify any related-person transaction involving Dr. Jacobson; policies require Audit Committee review/approval of such transactions ≥$120,000 .