Jack Khattar
About Jack A. Khattar
Jack A. Khattar (age 63) is scPharmaceuticals’ non‑executive Chairman of the Board and an independent director; he has served on the Board since June 2016 and as Chairman since November 2017. He is the founder, President and CEO of Supernus Pharmaceuticals (Nasdaq: SUPN) and brings 30+ years of drug development and commercialization experience; he holds a BBA in Marketing from the American University of Beirut and an MBA from the Wharton School. The Board classifies all directors other than the CEO as independent under Nasdaq rules; in 2024, each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shire Laboratories Inc. (subsidiary of Shire plc) | President, CEO; Board Member | 1999–2005 | Served on Shire plc’s executive committee (1999–2004) |
| CIMA Labs Inc. | Executive Officer; Chairman of Management Committee | ~1995–1999 | Business development, alliances, strategic planning |
| Merck; Novartis; Playtex; Kodak | Marketing and business development roles | Pre‑1995 | U.S., Europe, Middle East experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) | Founder; President, CEO; Director | 2005–present | Public company leadership and commercialization expertise |
| Cognition Therapeutics, Inc. (Nasdaq: CGTX) | Chairman of the Board | Current | Board leadership at public biotech |
| Navitor Pharmaceuticals, LLC (private) | Director | Current | Private company governance |
| New Rhein Healthcare (private equity) | Advisory Board Member | Current | Investor perspective and deal advisory |
Board Governance
- Board leadership: Non‑executive Chairman separate from CEO; structure reviewed periodically to ensure effective oversight.
- Independence: Board determined all directors except the CEO are independent under Nasdaq; Khattar is independent.
- Committees and meetings (2024):
- Compensation Committee: Chair (Khattar); members Khattar, Mette Kirstine Agger, Leonard D. Schaeffer; 3 meetings; all members are independent and qualify as non‑employee directors.
- Audit Committee: Hudson (Chair), Bonstein, Baylor‑Henry; 5 meetings.
- Nominating & Corporate Governance Committee: Veitinger (Chair), Agger, Abraham; 1 meeting.
- Board meetings: 4 in 2024; each director attended ≥75% of Board/committee meetings and all directors attended the 2024 annual meeting.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Khattar) | $90,000 | Includes Non‑Executive Chair retainer and committee chair fees (Comp Committee chair fee is $15,000) |
| Non‑Employee Chair retainer (policy) | $75,000 (2024); $90,000 (2025) | Board increased the Chair retainer effective 2025 |
| Committee chair fees (policy) | Compensation Chair: $15,000; Audit Chair: $20,000; Nominating Chair: $10,000 | 2024/2025 unchanged |
| Committee member fees (policy) | Compensation: $7,500; Audit: $10,000; Nominating: $5,000 | 2024/2025 unchanged |
Performance Compensation
| Equity Element | 2024 Award (Fair Value) | Grant Structure | Vesting | Pricing |
|---|---|---|---|---|
| Option award (Khattar) | $54,957 | Annual non‑employee director option grant | Vests in full on earlier of 1 year from grant or next annual meeting, subject to service | Options granted at fair market value on grant date |
| Annual grant size (policy) | 19,750 options (2024); 30,000 options (2025) | Granted at each annual meeting to re‑elected directors | Same vesting as above | FMV exercise price |
| Initial grant (policy) | 34,600 options (2024); 60,000 options (2025) | Upon initial election to the Board | 33% at 1st anniversary; remainder monthly over next 2 years | FMV exercise price |
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Consideration |
|---|---|---|
| Supernus Pharmaceuticals (SUPN) | Khattar: CEO, Director | SCPH director Frederick M. Hudson is also a Supernus director and Audit Committee Chair (since 2010), creating a cross‑company network tie; no related‑party transactions disclosed at SCPH. |
| Cognition Therapeutics (CGTX) | Khattar: Chairman | External commitment; governance oversight experience |
| Navitor Pharmaceuticals (private) | Khattar: Director | External board seat |
| New Rhein Healthcare | Khattar: Advisory Board | Investor network tie |
Expertise & Qualifications
- 30+ years in pharma development and commercialization; leadership roles spanning public and private companies.
- Education: BBA (American University of Beirut); MBA (Wharton).
- Governance: Non‑executive Chair at SCPH; Chair of Compensation Committee; prior executive committee experience at Shire plc.
- Industry breadth: Drug delivery, regulatory/commercial execution; multi‑region operating experience (U.S., Europe, Middle East).
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Jack A. Khattar | 5,000 | 94,985 | 99,985 | <1% | Based on 50,283,925 shares outstanding as of Apr 7, 2025 (10) |
| Director option overhang (as of 12/31/24) | — | Khattar: 94,985; see policy | — | — | Aggregate options outstanding by director listed; RSUs not applicable to directors in table |
- Hedging/pledging: Company policy prohibits short sales and hedging; pledging/margin use prohibited without prior approval.
Governance Assessment
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Strengths
- Independent non‑executive Chair with deep commercial/operating expertise; separation of Chair/CEO roles supports oversight.
- Compensation Committee chaired by Khattar; independent membership; retains independent consultant (Pearl Meyer) with no conflicts.
- Director equity is entirely option‑based at FMV with short‑term vesting aligned to service, preserving at‑risk orientation.
- Attendance and engagement: Board met 4x; directors met ≥75% threshold; full attendance at 2024 annual meeting.
-
Watch items / potential conflicts
- Network interlock: Khattar (CEO of Supernus) and SCPH director Hudson (Supernus director/Audit Chair) share an external boardroom, which can concentrate influence/information flows; however, SCPH discloses no related‑party transactions >$120k since 1/1/2023.
- Multiple external commitments (SUPN CEO, CGTX Chair, other roles) could present time‑allocation considerations; no attendance issues disclosed.
-
Compensation signaling
- 2025 increase to Non‑Executive Chair retainer ($90k from $75k) acknowledges increased workload; total 2024 cash fees of $90k reflect Chair retainer plus Compensation Chair fee ($15k). Option grant policy also raised (30,000 annual options in 2025 from 19,750 in 2024), sustaining equity alignment.
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Risk controls
- Clawback policy compliance administered by Compensation Committee; insider trading policy restricts hedging/pledging.