Scott Jackson
Spero TherapeuticsAbout Scott Jackson
Scott Jackson, age 60, is an independent Class I director of Spero Therapeutics (SPRO), serving on the Board since April 2020; his current term runs through the 2027 annual meeting . He is a former CEO of Celator Pharmaceuticals (acquired by Jazz) with 30+ years in pharma/biotech across Eli Lilly, SmithKline Beecham, ImClone, Centocor (J&J), Eximias and YM BioSciences, and holds a B.S. in Pharmacy (Philadelphia College of Pharmacy & Science) and an MBA (University of Notre Dame) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celator Pharmaceuticals, Inc. | Chief Executive Officer; Director | 2008–2016 (company acquired by Jazz) | Led development to acquisition by Jazz Pharmaceuticals |
| Eli Lilly; SmithKline Beecham; ImClone; Centocor (J&J); Eximias; YM BioSciences | Commercial leadership roles (sales, marketing, commercial development) | Not specified | Broad commercial and development experience across large-cap and biotech ecosystems |
External Roles
| Company/Organization | Role | Status/Dates | Notes |
|---|---|---|---|
| Mural Oncology plc | Chairman of the Board | Current | Public company chair role |
| MacroGenics, Inc. | Director | Current | Public company board seat |
| GlycoMimetics, Inc. | Director | Through Feb 2025 | Public company; ended Feb-2025 |
| Philabundance (non-profit) | Director | Current | Philadelphia food security non-profit |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mr. Jackson is independent under Nasdaq rules |
| Board Class/Term | Class I; term ends at 2027 annual meeting |
| Committees | Audit Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | None (Audit Chair: Frank Thomas; Nominating Chair: Patrick Vink) |
| Audit Committee Financial Expert | Frank Thomas designated; Jackson is a member (not the expert) |
| Attendance | 2024: Board met 10x; committees met 24x; no director attended <75% of their meetings |
| Executive Sessions | Independent directors meet in executive session at least twice annually per Corporate Governance Guidelines |
Fixed Compensation (Director)
| Component | 2024 Amount | Source/Notes |
|---|---|---|
| Base Board retainer (cash) | $40,000 | Policy schedule |
| Audit Committee member | $10,000 | Policy schedule |
| Nominating & Gov member | $7,500 | Policy schedule |
| Total cash fees earned (reported) | $57,500 | Director comp table (matches base + committee roles) |
| Annual equity grant (RSUs) – grant value | $28,400 | Director comp table (RSUs) |
| Grand total (cash + equity value) | $85,900 | Director comp table |
Policy mechanics:
- Non-employee directors receive an annual 20,000 RSU grant; vests on the first anniversary of grant; initial option award of 15,000 options upon first appointment; optional election to take cash fees as options is available .
Performance Compensation (Director)
Directors are not subject to performance-based pay metrics; equity is time-based RSUs.
| Pay Element | Structure | Performance Metrics |
|---|---|---|
| Annual director equity | 20,000 time-based RSUs; vest on the first anniversary of grant | None (time-based only) |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public boards | Mural Oncology plc (Chair), MacroGenics, Inc.; prior: GlycoMimetics, Inc. (through Feb 2025) |
| Compensation committee interlocks | None – SPRO discloses no compensation committee interlocks in prior three years |
| Shared directorships with SPRO’s key counterparties | Not disclosed; no related-party transactions identified involving Mr. Jackson (see Related Parties section below) – |
Expertise & Qualifications
- Former public company CEO with acquisition outcome (Celator → Jazz); deep commercialization and alliance experience across large pharma and biotech .
- Current chair and director roles at other public biopharmas provide contemporaneous governance and industry perspective .
- Academic credentials in pharmacy (clinical/commercial credibility) and MBA (finance/strategy) .
Equity Ownership
| As of | Direct Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|---|---|
| Apr 1, 2025 | 55,000 | 30,000 | 85,000 | <1% | Ownership table; options exercisable within 60 days (fn.7) |
Additional details:
- Aggregate options outstanding for Jackson: 30,000 (represents both exercisable and unexercisable options outstanding as of 12/31/24; none exercised in 2024) .
- Pledging/hedging: Company policy prohibits hedging and speculative transactions; no pledging by directors is disclosed in the proxy –.
Insider Trades
| Date (Period of Report) | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-06-12 | Stock award (grant) | 20,000 | — | N/A | SEC Form 4 filing (filed 2025-06-16) |
Note: The transaction corresponds to the standard annual director equity grant timing around the annual meeting; external trackers also list this as a “Stock Award(Grant)” for 20,000 shares on 12-Jun-2025 .
Governance Assessment
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Strengths
- Independent director with material experience in pharma/biotech operations and capital markets; serves on Audit and Nominating committees, supporting oversight of financial reporting, risk and board composition .
- Attendance and engagement: no directors below 75% attendance in 2024; Audit met 6x; Nominating met 3x; Board met 10x, indicating an active cadence .
- Pay and alignment: director compensation balanced between cash fees tied to committee workload and equity via annual RSUs; hedging prohibited, which supports alignment with shareholders .
- Ownership: holds 85,000 beneficially owned securities (55,000 shares + 30,000 options), with continued annual RSU grants; while small as % of outstanding, it supports some “skin-in-the-game” (fn.7) .
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Potential Risks/Considerations
- Multiple public board commitments (Mural Oncology chair; MacroGenics director; until Feb-2025, GlycoMimetics) could pose time-commitment risk; however, 2024 attendance thresholds were met and no interlock issues disclosed .
- Director stock ownership guidelines are not specified in the proxy; lack of a formal guideline can weaken long-term alignment, though hedging is prohibited and equity awards are ongoing .
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Conflicts/Related Parties
- The proxy’s related-party section lists transactions (e.g., GSK license and certain director consulting agreements), but none involve Scott Jackson –.
- Compensation Committee interlocks: none .
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RED FLAGS
- None identified specific to Scott Jackson (no related-party transactions, no hedging, independent status, committee service with adequate attendance) .