Harold Selick
About Harold E. Selick, Ph.D.
Independent Chair of the Board and Chair of the Compensation Committee at Protagonist Therapeutics (PTGX). Age 70; director since February 2009. Background includes CEO/board roles across biotech, senior leadership at UCSF, and venture capital experience; education includes B.A. in Biophysics and Ph.D. in Biology (University of Pennsylvania) with postdoctoral fellowships at UCSF . The Board has affirmatively determined he is independent under Nasdaq rules; he presides over executive sessions and sets agendas as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, San Francisco | Vice Chancellor, Business Development, Innovation & Partnerships; member of UCSF Senior Management Group | Apr 2017–Dec 2022 | Senior leadership overseeing innovation partnerships |
| Mission Bay Capital (VC) | Venture Partner | 2018–Dec 2022 | Venture investing oversight |
| Threshold Pharmaceuticals (public) | Chief Executive Officer; de facto Chair of Board | Jun 2002–Apr 2017 | Led company through merger with Molecular Templates |
| Sofinnova Ventures (VC) | Venture Partner | 2002–2007 | Venture investing; biotech portfolio support |
| Camitro Corporation | Chief Executive Officer | 1999–2002 | Led company through acquisition ~2 years post-founding |
| Affymax Research Institute (Glaxo Wellcome) | Vice President of Research | 1992–1999 | Drug discovery technology leadership |
| Protein Design Labs; Anergen | Scientific roles | Prior to 1992 | Early-stage biotech R&D |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hinge Bio, Inc. (private) | Chief Executive Officer; Board member | Current | Autoimmune therapeutics focus |
| Molecular Templates, Inc. (Nasdaq: MTEM) | Chairman of the Board | Apr 2019–Dec 2024 | Public biopharma chairmanship |
| PDL BioPharma, Inc. (public) | Lead Director, then Chairman | 2009–Dec 2019 | Public biopharma board leadership |
Board Governance
- Independence and leadership: Board determined Dr. Selick is independent; he serves as independent Chair, setting agendas and presiding over meetings and executive sessions of independent directors .
- Committee assignments (FY2024) and meeting cadence:
- Compensation Committee: Chair (4 meetings)
- Nominating & Corporate Governance Committee: Member (3 meetings)
- Research Committee: Member (4 meetings)
- Audit Committee: Not listed as member; Audit met 5 times (Chair: William D. Waddill)
- Attendance: The Board met five times; each member attended at least 75% of Board and applicable committee meetings; independent directors meet in executive session at every regular Board meeting with Dr. Selick presiding .
- Election cycle: Class III director nominee for re-election; if elected, term to 2028 Annual Meeting; five directors attended the 2024 Annual Meeting .
- Director time commitments policy: Directors ordinarily may not serve on more than four public boards; executives (including PTGX CEO) not more than two; directors expected to notify Chair before accepting other board seats .
Fixed Compensation
| Component (Policy Basis) | FY2024 Amount | Basis/Notes |
|---|---|---|
| Board Chair Retainer (non-executive) | $75,000 | Fixed cash for independent Chair |
| Compensation Committee Chair fee | $15,000 | Chair premium |
| Nominating & Corporate Governance Committee (member) | $5,000 | Member retainer |
| Research Committee (member) | $5,000 | Member retainer |
| Total Cash Fees (as paid) | $100,000 | Matches reported fee earned for FY2024 |
- Policy update effective Jan 1, 2025: Non-employee director base retainer increased from $40,000 to $45,000 (non-exec Chair remains at $75,000); annual equity awards for directors to be 50% stock options and 50% RSUs; target total value $400,000; RSUs vest 100% one year; options vest monthly as described .
Performance Compensation
| Award | FY2024 Grant-Date Value | Quantity/Structure | Vesting | Performance Linkage |
|---|---|---|---|---|
| Annual Stock Options | $471,734 per director | Policy target number: 25,700 options (annual award level as of 2024) | Monthly over 12 months for annual awards | No performance metrics; time-based vesting |
| Options – Change in Control | N/A | All options for directors | Full vesting upon completion of change in control | Single-trigger vesting for directors’ options under policy |
| FY2025 Annual Equity Mix | Target $400,000 | 50% options; 50% RSUs | RSUs vest 100% on first anniversary; options vest as above | No disclosed performance metrics for director equity; time-based vesting |
- One-time governance adjustment: Due to stock price changes, FY2024 director option grant fair value was $471,734 per director; to respect the Company’s annual director compensation limit, a corresponding one-time reduction in 2025 cash compensation equal to the amount by which a director’s 2024 total compensation exceeded $500,000 was implemented .
- ASC 718 methodology: Option values computed per ASC 718; amounts reflect grant-date fair value not realized economics .
Other Directorships & Interlocks
| Company | Market | Role | Potential Interlock/Notes |
|---|---|---|---|
| Molecular Templates (MTEM) | Public | Chairman (2019–2024) | No PTGX-related transaction disclosures cited; independence affirmed |
| PDL BioPharma | Public | Lead Director/Chairman (2009–2019) | No PTGX-related transaction disclosures cited; independence affirmed |
| Hinge Bio | Private | CEO, Director | Private; independence affirmed by PTGX after review of relationships |
Independence determination explicitly found no relationships that would interfere with the exercise of independent judgment for Dr. Selick .
Expertise & Qualifications
- Scientific/biotech leadership: CEO roles (Threshold, Camitro, Hinge Bio) and VP Research at Affymax; extensive board leadership in public biotech .
- Education: B.A. in Biophysics; Ph.D. in Biology (University of Pennsylvania); Damon Runyon and American Cancer Society fellowships at UCSF .
- Governance and pay oversight: Chair, Compensation Committee; submitted Compensation Committee Report for inclusion in the proxy and 10-K .
Equity Ownership
| Holder | Beneficial Shares | Percent of Outstanding | Notes |
|---|---|---|---|
| Harold E. Selick, Ph.D. | 223,914 | <1% | Beneficial ownership includes shares acquirable within 60 days; company had 61,912,420 shares outstanding for calculation |
| Options Outstanding (as of 12/31/2024) | 193,724 | N/A | Aggregate option awards outstanding; exercisable/unexercisable breakdown not disclosed |
| Hedging/Pledging | Prohibited | — | Company insider trading policy prohibits hedging and pledging for directors |
Governance Assessment
- Board effectiveness: Independent Chair role plus chairing Compensation Committee centralizes agenda-setting and pay oversight with an independent director, enhancing accountability and investor-aligned governance .
- Engagement and attendance: Executive sessions at every regular Board meeting; each director met the ≥75% attendance threshold; committee cadence active across Audit (5), Compensation (4), Nominating (3), Research (4) meetings in FY2024 .
- Pay structure and alignment: Director cash fees align precisely to policy and assignments; equity is time-based with no director performance metrics; 2025 mix adds RSUs (50%) to balance risk and retention; one-time 2025 cash reduction to respect compensation limits demonstrates pay discipline .
- Independence and conflicts: Board’s formal independence determination—after reviewing transactions/relationships—found no interference with independent judgment for Dr. Selick; insider trading policy prohibitions on hedging/pledging reduce alignment risks; no specific related-party transactions involving Dr. Selick were identified in the cited proxy sections .
- Risk indicators: No hedging/pledging; options vesting acceleration for directors upon change in control is common but should be monitored for entrenchment optics; Compensation Committee uses an independent consultant and maintains a clawback policy for executives, indicating robust oversight processes (clawback applies to NEOs) .
Overall signal: Strong independence and governance oversight; transparent pay policies with corrective action to remain within limits; active committee leadership by Dr. Selick supports investor confidence in board discipline and compensation governance .