Luke Beshar
About Luke Beshar
Luke Beshar (age 66) is Independent Chair of the Board at Protara Therapeutics; he served on Private ArTara’s board from October 2018 and has been Chair since January 2020. He is a CPA with 30+ years’ CFO and executive leadership experience in public and private pharma. Education: B.A. in accounting and financial administration (Michigan State University); graduate of The Executive Program at UVA Darden. Class II director nominated in 2025 to serve through the 2028 annual meeting; affirmatively determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NPS Pharmaceuticals, Inc. | EVP & CFO | 2007–Feb 2015 (acquired by Shire) | Led finance at rare-disease biopharma; company sold to Shire plc. |
| Cambrex Corporation | EVP & CFO | 2002–2007 | Finance leadership at API manufacturer. |
| Arthur Andersen & Co. | Auditor | Early career | CPA; foundational audit experience. |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Quell Therapeutics Limited | Chairman of the Board | Since Jun 2024 | Private clinical-stage cell therapy. |
| INOTREM Therapeutics SA | Chairman of the Board | Since May 2022 | Private advanced clinical-stage biotech. |
| Omega Therapeutics, Inc. | Director (past) | May 2021–Jun 2024 | Public biotech (past). |
| REGENXBIO, Inc. | Director (past) | May 2015–Sep 2021 | Public gene therapy (past). |
| Trillium Therapeutics Inc. | Director (past) | Mar 2014–Nov 2021 (acquired by Pfizer) | Public immuno-oncology (past). |
Board Governance
- Board leadership: Independent Chair (Beshar) with authority to set agendas, call meetings (including independent director sessions), enhancing objective oversight of management.
- Independence: 8 of 9 directors are independent; Beshar is independent.
- Staggered board: Three classes with three-year terms; Class II includes Beshar; this structure may delay/prevent changes in control or management.
- Committees (2024 membership): Audit (member), Nominating & Corporate Governance (Chair). Not on Compensation Committee.
- Attendance and engagement (2024): Board met 7 times; audit 4, compensation 6, nominating 3, scientific advisory 5; each director attended at least 75% of board and committee meetings. Independent directors held five executive sessions in 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Beshar) | $171,500 | Aggregate cash fees for board/committee service and chair role. |
| 2025 Annual Director Retainer | $40,000 | Effective April 1, 2025. |
| 2025 Board Chair Retainer (additional) | $115,000 | In addition to director retainer. |
| Committee Member Retainers | Audit $7,500; Comp $6,000; Nominating $5,000; Scientific $25,000 | Annual, effective April 1, 2025. |
| Committee Chair Retainers (in lieu of member) | Audit $15,000; Comp $12,000; Nominating $9,000; Scientific $50,000 | Annual, effective April 1, 2025. |
| Annual Director Award Cap | $750,000 (or $1,000,000 in year of joining) | Based on grant date accounting value; includes cash/equity. |
Performance Compensation
| Equity Award Feature | Value/Terms | Vesting | Performance Metrics | Change-of-Control Terms | Clawback/Policies |
|---|---|---|---|---|---|
| 2024 Option Awards (Beshar) | $20,598 (grant date fair value) | Per grant; directors typically receive annual grants | No director performance metrics disclosed; director awards time-based | All unvested director equity fully vests upon change in control | Awards subject to Company Clawback Policy; hedging and pledging prohibited |
| Annual Option Grant (policy) | 24,000 shares | Vests in full on first anniversary of grant | None disclosed for directors | Full acceleration for director awards on change in control | Hedging/pledging prohibited; insider trading policy governs 10b5-1 plans |
| Initial Option Grant (new directors) | 48,000 shares | 1/3 at 1-year; remainder monthly over 24 months | None disclosed for directors | Full acceleration for director awards on change in control | Caps and minimum vesting under 2024 Plan |
Citations: 2024 option award value (Beshar) ; annual and initial option grant share counts and vesting ; change-in-control acceleration for non-employee directors ; clawback policy reference ; hedging and pledging prohibition .
Other Directorships & Interlocks
| Company | Relationship to TARA | Potential Interlock/Conflict |
|---|---|---|
| Quell Therapeutics Limited (Chair) | External biotech; no disclosed transactions with TARA | No related party transactions disclosed involving Beshar. |
| INOTREM Therapeutics SA (Chair) | External biotech | No related party transactions disclosed involving Beshar. |
| Prior public boards (Omega, REGENXBIO, Trillium) | Historical roles ended by 2024/2021 | No current interlocks; no related party transactions disclosed. |
Expertise & Qualifications
- Deep finance expertise: Former EVP/CFO at NPS Pharmaceuticals and Cambrex; CPA; strong financial reporting and capital markets background.
- Governance experience: Extensive public-company board service across biotech; currently chairs TARA’s Nominating & Corporate Governance Committee.
- Academic credentials: Michigan State University B.A.; UVA Darden Executive Program.
- Audit committee: Member; audit committee financial expert designation is held by Gregory Sargen, not Beshar.
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Beneficial Ownership (as of Apr 16, 2025) | 276,566 shares; <1% | Calculated per SEC rules; includes options exercisable within 60 days. |
| Options Outstanding (12/31/2024) | 78,566 shares | Aggregate outstanding options held. |
| RSUs (vested but not settled, 12/31/2024) | 168,000 units | No unvested RSUs outstanding. |
| Hedging/Pledging | Prohibited | No officer/director may hedge or pledge company stock. |
Governance Assessment
- Strengths: Independent Chair with robust authority; majority-independent board; strong attendance; regular executive sessions; clear committee structure; hedging/pledging prohibited, supporting alignment.
- Compensation structure: Transparent director fee and equity grant policy, with reasonable caps and minimum vesting safeguards; clear vesting schedules.
- Shareholder feedback: 2024 say‑on‑pay passed with ~72%—moderate support; compensation committee engaged investors and enhanced disclosure, indicating responsiveness.
- RED FLAGS:
- Staggered board may entrench directors and delay change in control.
- Director equity fully accelerates on change of control—potentially shareholder‑unfriendly; note alignment trade‑off.
- Conflicts/Related party: No related‑party transactions involving Beshar disclosed; comprehensive related‑person policy in place.
Fixed Compensation (Detail Table – 2024)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Luke Beshar | 171,500 | 20,598 | — | 192,098 |
Performance Compensation (Director Equity Policy Parameters)
| Item | Value/Term |
|---|---|
| Initial Option Grant (new director) | 48,000 shares; 1/3 vests at 1 year; remainder monthly over 24 months. |
| Annual Option Grant | 24,000 shares; vests in full at 1 year; granted following each annual meeting. |
| Annual Compensation Cap (Director) | $750,000; $1,000,000 in join year; measured at grant-date accounting value and cash. |
| Minimum Vesting | ≥1 year for share-settled awards, subject to limited exceptions (≤5% pool). |
| Change-of-Control | Full acceleration of all unvested non-employee director equity immediately prior to closing. |
| Clawback | Awards subject to Company Clawback Policy. |
| Hedging/Pledging | Prohibited for officers/directors/employees/consultants. |
Board Governance (Committee Assignments – 2024)
| Committee | Membership | Chair |
|---|---|---|
| Audit | Luke Beshar; Gregory Sargen; Michael Solomon | Gregory Sargen |
| Nominating & Corporate Governance | Luke Beshar; Michael Solomon | Luke Beshar |
| Compensation | Cynthia Smith (Chair); Barry Flannelly; Roger Garceau (to Apr 2025), Richard Levy (from Apr 2025) | Cynthia Smith |
| Scientific Advisory | Roger Garceau; Jane Huang; Richard Levy | Richard Levy |
Beshar attended at least 75% of board/committee meetings in 2024; independent directors held five executive sessions.
Other Directorships & Interlocks (Timeline)
| Company | Current/Past | Period |
|---|---|---|
| Quell Therapeutics Limited | Current | Chair since Jun 2024 |
| INOTREM Therapeutics SA | Current | Chair since May 2022 |
| Omega Therapeutics, Inc. | Past | May 2021–Jun 2024 |
| REGENXBIO, Inc. | Past | May 2015–Sep 2021 |
| Trillium Therapeutics Inc. | Past | Mar 2014–Nov 2021 (acquired by Pfizer) |
Equity Ownership & Alignment Notes
- Beneficial ownership reported under SEC rules includes options exercisable within 60 days; Beshar’s reported beneficial stake is 276,566 shares (<1%).
- No explicit director stock ownership guideline disclosed; however, hedging/pledging restrictions support alignment.
- As of Dec 31, 2024, Beshar held 78,566 options outstanding and 168,000 vested but unsettled RSUs.
Governance Quality Signals
- Independent board leadership and structured committee oversight are positives for investor confidence.
- Staggered board and single‑trigger director equity acceleration on change‑of‑control are notable structural drawbacks from a shareholder rights perspective.
- No related‑party transactions involving Beshar and strong conflict‑management policies mitigate conflict risk.