John Varian
SELLAS Life Sciences GroupAbout John Varian
John Varian (age 65) has served as a director of SELLAS Life Sciences Group, Inc. since December 2017 and became independent Chair of the Board in June 2024. He is a former CEO (XOMA), COO (ARYx Therapeutics), CFO (Genset S.A., Neurex, Anergen), and Ernst & Young audit principal focused on life sciences; he holds a BBA from Western Michigan University and previously was a Certified Public Accountant. His board tenure features chair roles across Audit and Compensation committees, and he is currently an Audit, Compensation, and Science Committee member, reflecting deep finance and biopharma operating expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XOMA Corporation (NASDAQ: XOMA) | Chief Executive Officer; Director | CEO: Aug 2011–Dec 2016; Director: Dec 2008–May 2017 | Led strategy, drug development, financing; public company oversight |
| ARYx Therapeutics, Inc. | Chief Operating Officer | Dec 2003–Aug 2011 | Clinical development and operations leadership |
| Genset S.A. (France) | Chief Financial Officer | May 2000–2002 | Key member negotiating sale to Serono S.A. |
| Elan Pharmaceuticals, Inc. | SVP, Finance & Administration | 1998–2000 | Joined via Neurex acquisition; finance leadership |
| Neurex Corporation | Chief Financial Officer | 1997–1998 | Pre-acquisition CFO responsibilities |
| Anergen Inc. | VP Finance & CFO | 1991–1997 | Biotech finance leadership |
| Ernst & Young LLP | Audit Principal/Senior Manager | 1987–1991 | Focused on life sciences audits |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Acorda Therapeutics, Inc. (NASDAQ: ACOR) | Director | Jan 2022–Aug 2024 (assets sold to Merz Therapeutics) | Public | Board service during strategic transition |
| Versartis, Inc. (NASDAQ: VSAR) | Director | Mar 2014–Oct 2018 (acquired Aravive) | Public | Board oversight through transaction |
| Egalet Corporation (NASDAQ: EGLT) | Director | Jun 2018–Feb 2019 (acquired assets of Iroko) | Public | Board oversight through asset acquisition |
| AmMax Bio, Inc. | Director | Feb 2021–Present | Private | Clinical-stage biotech board service |
| Bay Bio; Association of Bioscience Financial Officers | Founding committee member; former Chair of ABFO International Conference | N/A | Industry organizations | Community leadership and networking |
Board Governance
- Independence: The Board affirmatively determined Varian is independent under Nasdaq standards; Dr. Stergiou is not independent due to his executive role .
- Board leadership: Independent Chair since June 2024, with separate CEO and Chair roles to reinforce oversight; committee chairs report quarterly to the Board .
- Committee memberships and chair history:
- Audit Committee: current member; prior Chair Dec 2017–Jun 2023; qualifies as an “audit committee financial expert” .
- Compensation Committee: current member; prior Chair Jun 2023–Jun 2024 .
- Science Committee: current member .
- Attendance: In 2024, the Board met 6 times (plus 7 written consents), Audit met 4, Compensation met 4 (plus 1 consent), Nominating met 5 (plus 1 consent), Science met 4; all directors (including Varian) attended 100% of their Board and committee meetings .
- Risk oversight: Board-level oversight with Audit covering financial, legal/regulatory, internal controls, and cybersecurity; Compensation assessing risk in pay programs; Nominating overseeing governance and ESG strategy .
Fixed Compensation
| Item (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $84,549 | Includes base and role-based retainers |
| Option awards (grant-date fair value) | $4,586 | 2024 annual option grant valuation |
| Stock awards (grant-date fair value) | $3,117 | 2024 annual RSU grant valuation |
| Total | $92,252 | Sum of cash and equity grant-date values |
Non-Employee Director Compensation Policy (effective Mar 2, 2023; amended Jan 10, 2025):
- Annual base retainer (cash): $40,000
- Additional non-executive Chair compensation (cash): $30,000
- Committee chair fees (cash): $18,000 per committee (Audit, Compensation, Nominating & Corporate Governance, Science)
- Committee membership fees (cash): $8,000 per committee
Performance Compensation
| Grant Type | Standard Annual Grant | 2024 Grant Detail | Vesting |
|---|---|---|---|
| Stock Options | 18,500 options per annual grant (policy) | Each director received 10,000 options on Jan 22, 2024 | Annual options vest in full on the earlier of the first anniversary of grant or the business day prior to the following year’s annual meeting, subject to continued service |
| RSUs | 12,500 RSUs per annual grant (policy) | RSU grant reflected in 2024 stock award value $3,117 | Annual RSUs vest in full on Dec 1 of the grant year, subject to continued service |
| Initial Appointment Options | 74,500 options (one-time) | Applies at initial election/appointment | Vest over 36 equal monthly installments across 3 years |
- Performance metrics: No performance-based metrics are disclosed for director compensation; awards vest based on service time, not corporate performance goals .
Other Directorships & Interlocks
| Company | Type | Nature of Interlock/Notes |
|---|---|---|
| Acorda Therapeutics, Inc. | External public board | Varian served as director (Jan 2022–Aug 2024); SLS director Jane Wasman previously held senior executive roles at Acorda, indicating historical network ties though no current related party transactions are disclosed in the proxy |
Expertise & Qualifications
- Financial expertise: Board-designated audit committee financial expert; prior CFO roles and CPA credentials support deep audit and reporting oversight .
- Biopharma operating leadership: CEO, COO, and senior finance roles across multiple biotech/pharma entities; strategic and clinical development oversight .
- Education: BBA, Western Michigan University; former Certified Public Accountant .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| John Varian | 10,400 | 41,455 | 51,855 | <1% |
- Ownership guidelines: Non-employee directors must hold 3x annual cash retainer by Oct 1, 2028; Covered Persons are making appropriate progress toward compliance .
- Hedging/pledging: Insider Trading Policy prohibits short sales, hedging, margining, and pledging (with rare exception requiring demonstrable capacity to repay without pledged shares); policy includes pre-clearance and blackout controls .
Governance Assessment
- Board effectiveness: Independent Chair structure, clear committee charters, and Varian’s audit financial expert status support robust oversight; 100% attendance in 2024 indicates high engagement .
- Alignment and incentives: Cash retainer plus modest annual equity grants (time-based vesting) align director incentives with shareholder outcomes while limiting risk-taking; stock ownership guidelines further strengthen alignment .
- Conflicts and related-party risk: The proxy discloses a formal Related Person Transactions Policy with Audit Committee review; no specific related-party transactions are flagged in this document for Varian, reducing near-term conflict risk .
- RED FLAGS: None disclosed regarding pledging/hedging, attendance shortfalls, or option repricings; director equity is time-based and standard under policy. Note the historical cross-ties with Acorda across two SLS directors reflect network effects but no disclosed transactions or conflicts at SLS in this filing .
- Clawback governance: Company maintains a Dodd-Frank-compliant clawback policy applicable to incentive compensation, reflecting broader governance rigor (primarily relevant to executives) .
Overall signal: Varian’s finance-audit depth, prior chair roles, and independent Board leadership are positives for investor confidence; compensation structure and ownership guidelines support alignment; no related-party or attendance concerns are disclosed in the latest proxy .