Scott Morrison
About Scott Morrison
Scott Morrison, 67, has served as an independent non-employee director of Tarsus Pharmaceuticals since October 2022. He is a former Ernst & Young partner and US Life Sciences Leader (1996–2015), a Certified Public Accountant (inactive), and is designated by Tarsus’s Board as an Audit Committee Financial Expert; he chairs the Audit Committee and sits on the Commercial Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Partner; US Life Sciences Leader | 1996–2015 | Led hundreds of financings, M&A, collaborations in life sciences |
| EY (Life Sciences practice) | Advisor to public/private companies | Since 1980 | Extensive transaction and collaboration experience |
| Industry organizations | Director/Board member (BIO ECS Board, Bay Area Biosciences/CLSA, Life Sciences Foundation, Biotechnology Institute) | Various | Sector leadership and governance recognition (CLSA Pantheon 2016 award) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zai Labs, Inc. | Director; Audit Committee Chair | Since Oct 2021 | Audit leadership |
| Vera Therapeutics, Inc. | Director; Audit Committee Chair | Since Apr 2020 | Audit leadership |
| Corvus Pharmaceuticals | Director; Audit Committee Chair; Compensation Committee Member | Since Jan 2016 | Audit and comp oversight |
| Ideaya Biosciences | Director; Audit Committee Chair; Nominating & Governance Committee Member | Since 2018 | Audit and governance oversight |
| Global Blood Therapeutics (acq. by Pfizer) | Director; Audit Committee Chair | Jan 2016–Oct 2022 | Audit oversight during acquisition |
| Audentes, Inc. (sold to Astellas) | Director; Audit Committee Member | Jan 2016–Jan 2020 | Audit oversight through sale |
Board Governance
- Independence: Board affirmatively determined Morrison is independent under Nasdaq rules; independent directors meet in executive session .
- Committee assignments (as of Apr 15, 2025): Audit Committee Chair; Commercial Committee member .
- Financial expert: Board determined Morrison qualifies as an Audit Committee Financial Expert and meets Nasdaq financial sophistication .
- Attendance and engagement:
- Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Audit Committee met 4 times in 2024 ; Commercial Committee met 4 times in 2024 .
| Committee | Role | 2024 Meeting Count |
|---|---|---|
| Audit | Chair | 4 |
| Commercial | Member | 4 |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Board Member Annual Retainer | $40,000 |
| Audit Committee Chair Fee | $20,000 |
| Commercial Committee Member Fee | $7,500 |
| Total Cash Fees (Scott Morrison) | $67,500 |
- Program update: Board member annual retainer increased to $50,000 effective as of the 2025 Annual Meeting .
Performance Compensation
| Equity Element (2024) | Grant Detail | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs (Annual grant) | 3,350 units (Scott Morrison) | $109,679 | Vests in full one-year from grant date (annual director program) |
| Stock Options (Annual grant) | 5,000 options (Scott Morrison) | $110,675 | Vests in full one-year from grant date (annual director program); change-of-control full acceleration under 2020 Plan |
- Director equity program mechanics:
- Initial director grants: 10,000 options and 6,700 RSUs vest in three equal annual installments .
- Annual director grants: 5,000 options and 3,350 RSUs vest at one-year cliff; prorated for partial-year service .
- March 2025 change: moved to grant-to-value; Initial target value $540,000 (50% options/50% RSUs), Annual target value $270,000 (50% options/50% RSUs); share counts derived from 40-day average price and Black-Scholes factor; awards vest in full on change-of-control per 2020 Plan .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|
| Zai Labs, Vera Therapeutics, Corvus Pharmaceuticals, Ideaya Biosciences | Multiple audit chair roles | No Tarsus-disclosed related-party transactions involving Morrison; independence affirmed by Board |
Expertise & Qualifications
- CPA (inactive), extensive audit leadership, and capital markets/M&A experience in life sciences; designated Audit Committee Financial Expert .
- Sector governance and recognition (CLSA Pantheon 2016) .
Equity Ownership
| Metric (as of Mar 31, 2025) | Amount |
|---|---|
| Common Shares Held Directly | 6,016 |
| Options Exercisable within 60 days | 14,333 |
| Total Beneficial Ownership (Shares) | 20,349 |
| Percent of Shares Outstanding | Less than 1% |
| Hedging/Pledging Policy | Company prohibits hedging and pledging of TARS stock by directors |
Governance Assessment
- Strengths:
- Independent director with deep audit expertise; Audit Chair and Financial Expert designation bolster oversight of reporting, controls, and auditor independence .
- Strong engagement: committee leadership plus documented meeting cadence and attendance thresholds .
- Compensation alignment: meaningful equity component with standardized annual grants; change-of-control acceleration aligned with market norms for director equity .
- Potential Risk Indicators:
- Multiple external audit chair roles imply significant time commitments; Board attests to independence and no Morrison-related party transactions disclosed at TARS .
- Company policy mitigants: strict prohibition on hedging/pledging; executive-only clawback policy noted (directors not targeted), robust audit committee charter and oversight practices .
Say-on-Pay & Shareholder Feedback (Signals)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 27,132,839 | 416,845 | 16,635 | 7,285,501 |
| Advisory Vote Frequency | 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Frequency selection | 26,916,300 | 3,376 | 637,239 | 9,404 | 7,285,501 |
- Director Elections (context): Morrison continues in office; 2025 Class II nominees approved; continuing directors include Scott Morrison .
Related Party Transactions (Conflict Screening)
- Company policy requires Audit Committee approval for related person transactions above materiality thresholds; Morrison’s Audit Committee oversees such reviews .
- Disclosed RPTs did not involve Morrison (e.g., April 2024 investment where TARS insiders Drs. Azamian and Link are directors); Board confirmed independence for Morrison .
Committee Assignments and Roles (Detail)
- Audit Committee: Chair; oversight of financial statements, controls, auditor independence, related-person transactions; four meetings in 2024; formal Audit Committee report submitted .
- Commercial Committee: Member; oversight of product commercialization; four meetings in 2024 .
- Board: Independent; participates in executive sessions of independent directors .