Saqib Islam
About Saqib Islam
Saqib Islam, J.D. (age 55) is an independent director of ARS Pharmaceuticals (SPRY), serving since the November 2022 reverse merger; his current term runs until the 2026 Annual Meeting . He holds a B.A. from McGill University and a J.D. from Columbia Law School, and brings operating and strategy experience from senior roles at Moderna and Alexion as well as investment banking leadership at Morgan Stanley and Credit Suisse . He is also Chief Executive Officer and a director of SpringWorks Therapeutics (since 2018) and a director of Passage Bio (since March 2019), providing deep biopharma and capital markets expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silverback Therapeutics, Inc. | Director | 2017–2022 | Supported governance pre-merger with SPRY |
| Moderna Therapeutics, Inc. | Chief Business Officer | 2016–2017 | Portfolio and BD leadership |
| Alexion Pharmaceuticals, Inc. | EVP, Chief Strategy & Portfolio Officer | 2013–2016 | Corporate strategy and portfolio management |
| Morgan Stanley; Credit Suisse | Managing Director | Prior to 2013 (various roles) | Investment banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SpringWorks Therapeutics, Inc. | Chief Executive Officer and Director | Since 2018 | Clinical-stage biopharma; operating and board role |
| Passage Bio, Inc. | Director | Since March 2019 | Genetic medicines company |
Board Governance
- Independence: The Board affirmatively determined Mr. Islam is independent under Nasdaq rules; non-independent directors are Lowenthal, Saunders, Shah, and Shawver .
- Committee assignments: Chair, Compensation Committee (met 2 times in 2024) .
- Other committees: No membership on Audit, Nominating & Corporate Governance, or Commercial Committees in 2024 .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings . Ten directors attended the 2024 Annual Meeting .
- Executive sessions and process: Compensation Committee meets regularly in executive session, sets targets, retains Radford/Aon, and references the 50th percentile peer benchmark for executive/director pay while assessing consultant independence .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | 2024 policy rate |
| Compensation Committee Chair fee | $15,000 | Chair retainer |
| Total 2024 cash fees (earned) | $55,000 | Matches director compensation table |
Policy changes effective April 2025: annual cash retainer increased to $50,000; Chair of Board retainer to $35,000; initial option grant reduced to 60,000 shares; annual option grant reduced to 30,000 shares .
Performance Compensation
| Equity Element | Grant Mechanics | 2024 Value | Vesting | Change-in-control treatment |
|---|---|---|---|---|
| Annual director stock option | 40,000 shares grant on annual meeting date | $232,932 grant-date fair value for Mr. Islam | Vests by next AGM or 1-year anniversary | |
| Initial director stock option (historical) | 80,000 shares at appointment | Not granted in 2024 | 1/3 at year 1; monthly over next 24 months | |
| Acceleration | Applies to options under director policy | — | — | Options accelerate upon change in control |
- Performance metrics linkage: No director-specific performance metrics (e.g., TSR, revenue) are disclosed for director compensation; director equity is service- and time-based .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| SpringWorks Therapeutics | CEO & Director | No SPRY related-party transactions involving Islam disclosed |
| Passage Bio | Director | No SPRY related-party transactions involving Islam disclosed |
Expertise & Qualifications
- Operations and strategy: CEO of SpringWorks; prior CBO at Moderna and EVP Strategy at Alexion .
- Capital markets: Managing Director roles at Morgan Stanley and Credit Suisse .
- Education: B.A. (McGill); J.D. (Columbia Law School) .
- Board leadership: Service on multiple biotech boards (SpringWorks, Passage Bio; prior Silverback) .
Equity Ownership
| Holder | Shares Owned Directly | Options Exercisable within 60 Days | Total Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|---|---|
| Saqib Islam, J.D. | 15,239 | 193,448 | 208,687 | <1% | Aggregate options outstanding at 12/31/2024: 233,448 |
- Hedging/pledging: Company policy prohibits hedging, short sales, and pledging/margining by directors at any time .
Governance Assessment
- Positives:
- Independent director and Chair of Compensation Committee with strong operating and strategy background; uses an independent consultant (Radford/Aon) with independence assessed and compensation generally benchmarked to 50th percentile of peers .
- Solid engagement: Board met 4 times; no director below 75% attendance; Compensation Committee met twice; annual meeting attendance was widespread .
- Alignment: Director equity grants with standard vesting and change-in-control acceleration; prohibitions on hedging/pledging support alignment .
- Clawback policy adopted October 2023 for executives, signaling discipline on incentive recovery (Board-level oversight context) .
- Watch items:
- External time commitments: Concurrent CEO role at SpringWorks and board role at Passage Bio may present workload considerations typical of multi-role directors; no attendance shortfalls disclosed .
- Compensation policy changes: 2025 shift raises cash retainer and reduces equity grant sizes; monitor for effects on long-term alignment vs near-term cash emphasis .
- RED FLAGS: None disclosed specific to Islam (no related-party transactions, no hedging/pledging, no Section 16(a) issues noted for him) .
Director Compensation (Detail)
| 2024 Component | Islam Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $55,000 | |
| Option Awards (grant-date fair value) | $232,932 | |
| All Other Compensation | — | |
| Total | $287,932 |
Policy Parameters (2024): Cash retainer $40,000; committee chair fees—Compensation $15,000; member fees—Compensation $7,500; initial option 80,000; annual option 40,000; 2025 adjustments increase cash retainer to $50,000 and reduce initial/annual option to 60,000/30,000 .
Compensation Committee Analysis
- Composition: Islam (Chair), Thompson; both independent .
- Process: Meets regularly in executive session; sets performance goals; administers equity plans; reviews risk in compensation; retains advisors .
- Consultant: Radford/Aon engaged to benchmark executive and director pay; independence assessed; compensation generally referenced to 50th percentile of peer group, with discretion to deviate based on experience/performance .
Related Party Transactions (Context)
- SPRY disclosed consulting arrangements with Marlinspike (Chair Pratik Shah) and Pacific-Link Consulting (CEO Lowenthal/CMO Tanimoto), and a license payment assignment to OrbiMed (Thompson affiliation). No transactions were disclosed involving Islam .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, SPRY is exempt from nonbinding say-on-pay vote and CEO pay-ratio disclosure requirements .