Jane Wasman
SELLAS Life Sciences GroupAbout Jane Wasman
Independent director at SELLAS Life Sciences Group, Inc. since December 2017; served as Chair of the Board from December 2017 through June 2024 and currently chairs the Nominating & Corporate Governance Committee and sits on the Audit Committee . Age 68; education includes a J.D. from Harvard Law School and an undergraduate degree magna cum laude from Princeton University, with prior senior legal and international leadership roles at Acorda Therapeutics and Schering‑Plough . Her current board term is Class I, expiring at the 2026 annual meeting; the Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acorda Therapeutics, Inc. | President, International & General Counsel; earlier Chief, Strategic Development, General Counsel & Corporate Secretary; EVP, General Counsel & Corporate Secretary | 2005–2019 | Managed international, legal, quality, IP, compliance functions |
| Schering‑Plough Corporation | Staff Vice President & Associate General Counsel; other U.S. and international leadership roles | ~8 years (prior to 2005) | Senior legal leadership across geographies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rigel Pharmaceuticals, Inc. (NASDAQ: RIGL) | Director | Current | Public biopharma board member |
| Athersys, Inc. (OTC: ATHX) | Chair of the Board (prior) | Prior to 2024 | Regenerative medicine company |
| Cytovia Therapeutics (private) | Chair (prior) | Prior | Private biotech |
| NewYorkBIO | Chair (prior; incl. Executive Committee) | Prior | Industry association leadership |
Board Governance
- Committee assignments (2025): Chair, Nominating & Corporate Governance; member, Audit; prior service on Compensation .
- Independence: Board determined Wasman is independent under Nasdaq listing standards .
- Board leadership: Transitioned from Wasman as independent Chair (through June 2024) to independent Chair John Varian in June 2024 .
- Attendance: In 2024, the Board met six times and each director attended 100% of regular Board and committee meetings; all then‑serving directors attended the 2024 annual meeting .
- Risk oversight: Audit Committee reviews financial, compliance, and cybersecurity risks; Nominating & Corporate Governance oversees governance guidelines/ESG; Compensation Committee monitors incentive risk .
Fixed Compensation
Policy framework (amended January 10, 2025):
| Compensation Element | Policy Amount |
|---|---|
| Annual cash retainer (Non‑Employee Directors) | $40,000 |
| Additional Non‑Executive Chair compensation | $30,000 |
| Committee chair fees (Audit/Comp/NomGov/Science) | $18,000 each |
| Committee membership fees (Audit/Comp/NomGov/Science) | $8,000 each |
Actual director compensation paid:
| Year | Cash Fees ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 80,176 | 4,586 | 3,117 | 87,879 |
| 2023 | 99,780 | 28,151 | 8,350 | 136,281 |
Notes:
- In 2024, each director received 10,000 stock options on January 22, 2024 (grant date fair value reflected above) .
- Annual cash/fee levels are benchmarked annually against a peer group by the Compensation Committee and advisor Radford .
Performance Compensation
Equity structure (policy, effective Jan 10, 2025):
| Grant Type | Quantity | Vesting |
|---|---|---|
| Initial option grant (upon appointment) | 74,500 options | 36 equal monthly installments over 3 years from grant date |
| Annual option grant | 18,500 options | Vests in full by the first anniversary or the business day prior to the next annual meeting, subject to service |
| Annual RSU grant | 12,500 RSUs | Vests in full on December 1 of grant year, subject to service |
Observed 2024 director equity:
- Each director received 10,000 stock options on January 22, 2024; RSU grant values are reflected in “Stock Awards” in the 2024 director table (vesting per annual RSU policy) .
Performance metrics: Director equity awards are service‑based (time vesting); no performance metrics (e.g., TSR/EBITDA goals) apply to director compensation in the proxy .
Other Directorships & Interlocks
| Interlock/Network | Details |
|---|---|
| Acorda Therapeutics linkage | Wasman held senior leadership at Acorda (2005–2019); current independent Chair John Varian served on Acorda’s board from January 2022 to August 2024, indicating a shared professional network exposure . |
| NewYorkBIO linkage | Wasman previously chaired NewYorkBIO; director Robert Van Nostrand is treasurer and on the board of NewYorkBIO, indicating an industry association overlap . |
Expertise & Qualifications
- Legal/governance expertise: Former EVP/GC and President, International at Acorda; prior Associate General Counsel at Schering‑Plough; Harvard Law J.D.; Princeton undergraduate (magna cum laude) .
- Board leadership: Former independent Chair (2017–June 2024); chairs Nominating & Corporate Governance; Audit Committee member .
- Biopharma domain experience: Extensive executive and board roles across public and private biotech .
Equity Ownership
| As‑of Date | Common Shares | Options Exercisable within 60 Days | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| April 17, 2025 | 10,400 | 41,455 | 51,855 | <1% |
| April 15, 2024 | 4,400 | 31,455 | 35,855 | <1% |
Ownership alignment:
- Stock ownership guidelines adopted September 12, 2023: Non‑employee directors expected to hold 3x annual cash retainer; compliance measurement annually; Covered Persons are making appropriate progress toward guidelines with deadline October 1, 2028 .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock, with limited exception requiring demonstrable capacity to repay without resort to pledged securities .
Governance Assessment
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Strengths
- Independence and engagement: Affirmative independence determination; 100% meeting attendance in 2024; active chairing of Nominating & Corporate Governance and membership on Audit supports board effectiveness .
- Governance infrastructure: Robust related party transaction review by Audit Committee; clawback policy aligned to SEC/Nasdaq rules; stock ownership guidelines for directors .
- Compensation discipline: Director cash/equity benchmarked annually by independent consultant (Radford); clear fee and equity grant structures with time‑based vesting .
-
Watch items and potential red flags
- Network interlocks: Shared Acorda/industry association ties with current Board members (Varian, Van Nostrand) indicate potential information flow benefits but require continued vigilance for perceived conflicts in deliberations (Audit Committee retains oversight of related party considerations) .
- Say‑on‑pay sentiment: 2023 say‑on‑pay approval was approximately 60%, suggesting investors were mixed on executive compensation; continued outreach and alignment expected (management noted investor engagement in 2023) .
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Signals on alignment
- Ownership guidelines and anti‑hedging/pledging policy support long‑term alignment and reduce risk of misaligned incentives .
- Board leadership transition to independent Chair in 2024 enhances oversight; Wasman’s continued committee leadership focuses on governance rigor .