David Hallal
About David Hallal
David Hallal is the Non-Executive Chair of Scholar Rock’s Board, serving since July 2017; age 58 as of March 31, 2025; B.A. in psychology from the University of New Hampshire . He is independent under Nasdaq rules and not an employee of SRRK . Company performance during his board tenure shows improving TSR in 2024 and continued investment-stage losses: value of a $100 investment rose to $173.99 in 2024 (from $36.43 in 2022 and $75.68 in 2023) with net income of -$246 million in 2024, -$166 million in 2023, and -$135 million in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexion Pharmaceuticals, Inc. | Chief Executive Officer; previously Chief Operating Officer; Chief Commercial Officer and Head of Commercial Operations; Board member | Not disclosed | Led commercial and operating functions; ultimately CEO, signaling deep large-cap biotech operating experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ElevateBio, LLC | Chairman and Chief Executive Officer | Since Dec 2017 | Company builder platform; ongoing dual executive role indicates significant external leadership commitments |
| AlloVir, Inc. | Chairman and Chief Executive Officer; Executive Chairman | Sept 2018–May 2021; Executive Chairman since May 2021 | Oversight of cell therapy developer; continued executive chair role |
| iTeos Therapeutics SA | Chairman of the Board | Not disclosed | Strategic oncology board leadership |
| Seer Biosciences, Inc. | Board member | Not disclosed | Additional life sciences oversight |
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Cash fees (Board + committees) | 175,732 |
| Option awards (grant-date fair value) | 112,257 |
| Stock awards (grant-date fair value) | 112,860 |
| Total | 400,849 |
Director cash retainer schedule (effective 2024): Board member $45,000; Non-Executive Chair additional $115,000; Compensation Committee member $7,500; Compensation Committee Chair additional $7,500; Nominating & Corporate Governance member $5,000; Chair additional $5,000; Audit member $10,000; Chair additional $10,000; Science, Innovation & Technology member $7,500; Chair additional $7,500. Policy was revised on April 9, 2024 to increase certain retainers .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Equity Grant (Directors) | N/A (time-based) | N/A | Option to purchase 18,000 shares; 13,500 RSUs | N/A | N/A | Vests in full on earlier of first anniversary or next annual meeting, subject to service |
| Initial Equity Grant (new directors) | N/A (time-based) | N/A | Option to purchase 36,000 shares; 27,000 RSUs (value capped at $800,000) | N/A | N/A | Vests monthly over 3 years, subject to service |
Notes: Director equity grants are service-vesting only and not tied to operating metrics; valuation per ASC 718 (grant-date fair value) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 569,293 shares; less than 1% of outstanding 94,860,246 shares as of March 26, 2025 |
| Composition (footnote 12) | 290,595 common shares; 265,198 options exercisable within 60 days; 13,500 RSUs expected to vest within 60 days of March 26, 2025 |
| Options/RSUs outstanding (as of 12/31/2024) | 265,198 options; 13,500 RSUs |
| Hedging/pledging | Prohibited for directors under insider trading policy; no pledging permitted |
| Ownership guidelines | Not disclosed in the proxy |
Vesting cadence and potential selling pressure: the Annual Equity Grant fully vests at the next annual meeting or first anniversary, creating predictable vest timing; RSUs expected to vest within 60 days of March 26, 2025 (13,500 units) represent near-term supply potential subject to blackout windows and trading policy .
Employment Terms
| Term | Detail |
|---|---|
| Role at SRRK | Non-Executive Chair; independent director |
| Compensation policy | Non-Employee Director Compensation Policy governs cash retainers and equity grants; revised April 9, 2024 to adjust equity mix (options + RSUs) and increase certain retainers |
| Clawback | Compensation Recovery Policy applies to executive officers tied to financial measures upon restatement; no director-specific clawback disclosed |
| Trading policy | No hedging, short sales, derivative transactions or pledging; compliance with insider trading laws and listing standards |
Board Governance
| Governance Item | Detail |
|---|---|
| Board service | Director since 2017; Class II term expires 2026 |
| Independence | Board determined all members except the CEO are independent (includes Hallal) |
| Chair role | Non-Executive Chair (additional $115,000 retainer) |
| Committees | Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee |
| Attendance | Board met 8 times in 2024; each director attended at least 75% of aggregate Board/committee meetings; full participation at 2024 annual meeting |
Dual-role implications: Hallal’s Non-Executive Chair status and independence mitigate CEO/Chair concentration concerns at SRRK; he chairs the Nominating & Corporate Governance Committee and sits on the Compensation Committee, aligning him with oversight of leadership selection and pay decisions .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – value of $100 investment | $36.43 | $75.68 | $173.99 |
| Net Income (USD millions) | -135 | -166 | -246 |
| EBITDA (USD millions) | -129.5* | -168.5* | -250.1* |
Values with asterisk retrieved from S&P Global.
Compensation Structure Analysis
- Shift in equity mix: Director equity moved from 100% options to options + RSUs in April 2024, lowering performance risk and increasing guaranteed time-based vesting; annual grant is 18,000 options + 13,500 RSUs; initial grant for new directors is 36,000 options + 27,000 RSUs (capped at $800,000 value) .
- Increase in fixed cash: Board member retainer increased from $40,000 to $45,000; Compensation Committee member and chair retainers increased to $7,500 each, modestly raising guaranteed pay .
- No director performance metrics: Director compensation is not tied to revenue/TSR/EBITDA metrics; awards are service-vested .
Related Party, Policies, and Risk Indicators
- Hedging/pledging prohibited; reduces alignment risk from collateralized shares or derivatives .
- Clawback policy adopted Nov 28, 2023 for executives; no restatements requiring recovery; director-specific clawbacks not disclosed .
- Independence affirmed; no family relationships among directors/executives; committee charters posted on governance website .
Equity Plan Capacity (context for dilution and award supply)
| Category | Outstanding (a) | Wtd. Avg Exercise Price (b) | Available (c) |
|---|---|---|---|
| Plans approved by security holders | 8,349,147 | $16.72 | 4,011,565 |
| Plans not approved by security holders | 3,607,447 | $11.84 | 1,117,137 |
| Total | 11,956,594 | — | 5,128,702 |
Investment Implications
- Alignment: Hallal’s beneficial ownership of 569,293 shares (including options and near-term vesting RSUs) and prohibition on pledging/hedging support alignment, though the ownership is <1% and largely option/RSU-derived; predictable annual vest timing can create episodic supply near the annual meeting date .
- Governance quality: Independent Non-Executive Chair with leadership over nominations/governance and influence on compensation structures, alongside improved 2024 TSR and continued negative net income characteristic of R&D-stage biopharma .
- Pay structure: April 2024 introduction of RSUs for directors increases guaranteed time-based equity and may moderate sensitivity to share price vs options-only structures; modest cash retainer increases raise fixed pay .
- External commitments: Concurrent executive roles at ElevateBio and AlloVir plus other chair/board roles indicate broad ecosystem leverage but also time allocation dispersion; no SRRK-specific conflicts disclosed in the proxy .