John C. Pottage, Jr., M.D.
Spero TherapeuticsAbout John C. Pottage, Jr., M.D.
Independent director since September 2018, age 72, with a medical and scientific background in infectious diseases and antiviral development. Previously Senior Vice President and Chief Scientific & Medical Officer at ViiV Healthcare, with earlier leadership roles at GlaxoSmithKline, Achillion Pharmaceuticals, and Vertex; currently a lead scientific consultant at Intrepid Alliance Inc. His Board term is Class I, expiring at the 2027 annual meeting; the Board does not designate him as “independent” under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ViiV Healthcare | SVP & Chief Scientific and Medical Officer | Nov 2009 – Oct 2019 | Led scientific and medical strategy in HIV therapeutics |
| GlaxoSmithKline | SVP, Head Infectious Disease Medicine Development Center | Sep 2008 – Nov 2009 | Led ID medicine development programs |
| GlaxoSmithKline | VP, Global Clinical Development of Antivirals | Jun 2007 – Sep 2008 | Global antiviral clinical development |
| Achillion Pharmaceuticals | Chief Medical Officer & SVP Drug Development | May 2002 – May 2007 | Early-stage and clinical development leadership |
| Vertex Pharmaceuticals | Medical Director | Jul 1998 – May 2002 | Clinical and medical leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intrepid Alliance Inc. | Lead Scientific Consultant | Jan 2023 – present | Scientific advisory; consultancy |
| Pardes Biosciences, Inc. | Director | Sep 2022 – Aug 2023 | Board service at a public biotech |
Board Governance
- Class I director; term through 2027 annual meeting.
- Committee assignments: Chair, Development Committee; prior Audit Committee member through Aug 29, 2024.
- Independence: Not listed among directors deemed “independent” under Nasdaq by the Board.
- Attendance: 10 Board meetings and 24 committee meetings in FY2024; no director attended fewer than 75% of meetings of the Board and committees on which they served.
- Executive sessions: Corporate Governance Guidelines provide for independent directors to meet in executive session at least twice annually.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 60,000 | 28,400 | 103,000 | 191,400 |
Non-Employee Director Compensation Policy (reference amounts):
| Position | Annual Retainer |
|---|---|
| Board Member | $40,000 |
| Board Chair (additional) | $30,000 |
| Lead Director (additional) | $18,750 |
| Audit Committee Chair | $20,000 |
| Compensation Committee Chair | $20,000 |
| Nominating & Corporate Governance Chair | $15,000 |
| Development Committee Chair | $10,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Member | $10,000 |
| Nominating & Corporate Governance Member | $7,500 |
| Development Committee Member | $5,000 |
Consulting arrangement:
- Pottage Consulting Agreement: Aug 1, 2024; $25,000 monthly for ~20 hours/week, initial $120,000 annual cap. Amended Jan 29, 2025 to remove the $120,000 cap and continue until terminated.
Performance Compensation
| Component | Grant/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSUs | 20,000 RSUs per year | $28,400 (2024) | RSUs vest on first anniversary of grant date | None disclosed (time-based vesting only) |
Other Directorships & Interlocks
| Company/Entity | Role | Dates | Interlock/Network Relevance |
|---|---|---|---|
| Pardes Biosciences, Inc. | Director | Sep 2022 – Aug 2023 | Public biotech board experience |
| GlaxoSmithKline (prior employment) | Senior roles | 2007–2009 | Former GSK exec; GSK plc beneficially owns 16.4% of SPRO and is SPRO’s license partner on tebipenem HBr |
Expertise & Qualifications
- Infectious disease and antiviral development expertise from senior roles at ViiV Healthcare and GSK, plus clinical leadership at Achillion and Vertex.
- M.D. credential; medical background cited by the Board in evaluating qualifications.
- Experience in commercial, medical affairs, and business development through current consulting work.
Equity Ownership
| Holder | Shares Owned (Common) | Options (Exercisable within 60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| John C. Pottage, Jr., M.D. | 55,000 | 33,219 | 88,219 | <1% (indicated as “*”) |
Additional equity detail:
- Outstanding stock options held (aggregate, exercisable and unexercisable as of 12/31/2024): 33,219 options.
- Insider trading policy prohibits hedging and short-term speculative transactions; quarterly trading blackouts and pre-clearance required for directors.
Governance Assessment
- Independence risk: Not designated independent under Nasdaq; concurrent consulting arrangement (monthly stipend; cap removed in 2025) increases perceived management alignment and potential conflicts. RED FLAG.
- Related-party exposure: GSK plc is a 16.4% beneficial owner; SPRO’s lead program tebipenem HBr is licensed to GSK with significant milestones/royalties. Prior GSK/ViiV employment heightens perceived network influence, though no current GSK role is disclosed. RED FLAG context.
- Engagement: Chairs Development Committee overseeing R&D program governance; previously served on Audit Committee through Aug 29, 2024; attended at least 75% of meetings. Positive for board effectiveness.
- Ownership alignment: Holds 55,000 common shares plus 33,219 options; receives annual time-vested RSUs (20,000) like other directors, supporting alignment but lacking performance conditions. Mixed signal (alignment without performance linkage).
- Compensation mix: 2024 director fees ($60,000) plus equity grant ($28,400) and additional consulting compensation ($103,000). Elevated non-director consulting pay may dilute independence and raise conflict concerns. RED FLAG.
Overall: Strong domain expertise and active committee leadership benefit SPRO’s R&D oversight, but independence concerns persist due to the ongoing consulting arrangement and historical ties to GSK amid SPRO’s material GSK licensing relationship and ownership—investors should monitor related-party oversight rigor (Audit Committee review), disclosure of consulting scope, and committee independence to mitigate potential conflicts.