Stephen Biggar
About Stephen Biggar
Stephen Biggar, M.D., Ph.D., is Chair of the Board at TScan Therapeutics (TCRX) and a partner at Baker Bros. Advisors LP, a biotechnology-focused investment advisor he joined in April 2000. He holds an M.D. and Ph.D. in Immunology from Stanford and a B.S. in Genetics from the University of Rochester; age 54; TScan director since March 2021 and elected Chair in June 2024 . He is considered independent under Nasdaq rules (all current directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Partner | Apr 2000–present | Biotech-focused investment leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kiniksa Pharmaceuticals International, plc | Director | Current | Not disclosed |
| Acadia Pharmaceuticals Inc. | Director | Current | Not disclosed |
Board Governance
- Class I director; nominated for re-election at the June 30, 2025 annual meeting .
- Chair of the Board since June 2024 .
- Committee assignments:
- Compensation Committee: Chair; members include Biggar, Dorton, Klencke, Woods; met 4 times in 2024; members independent under Nasdaq rules .
- Research & Clinical Development Committee: Member; chaired by Klencke; met 5 times in 2024 .
- Not on Audit (chaired by Dorton; met 5 times in 2024) or Nominating & Corporate Governance (chaired by Dorton; met 2 times in 2024) .
- Independence status: Board determined all directors except the CEO are independent; Biggar is independent .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of aggregate Board and committee meetings, except Timothy Barberich (departed June 2024) .
- Board leadership: Chair and CEO roles are separated; Board views this as appropriate for oversight/risk governance .
Fixed Compensation
| Component | Policy Amount ($) | Notes |
|---|---|---|
| Board Retainer (Member) | 40,000 | Annual cash |
| Board Chair Additional Fee | 30,000 | Annual cash |
| Audit Committee (Member/Chair add’l) | 7,500 / 7,500 | Annual cash |
| Compensation Committee (Member/Chair add’l) | 6,000 / 6,000 | Annual cash |
| Research & Clinical Development Committee (Member/Chair add’l) | 5,000 / 5,000 | Annual cash |
| Nominating & Corporate Governance Committee (Member/Chair add’l) | 4,000 / 4,000 | Annual cash |
| Director | 2024 Cash Fees ($) | Notes |
|---|---|---|
| Stephen Biggar | 75,301 | Cash fees earned/paid in 2024 |
- Reimbursement of reasonable travel and out-of-pocket expenses is provided .
- No meeting fees are disclosed; compensation is retainer plus committee fees and option grants .
Performance Compensation
| Director | 2024 Option Awards (Grant-date Fair Value, $) | Outstanding Options (12/31/24, #) | Vesting Terms |
|---|---|---|---|
| Stephen Biggar | 307,073 | 91,646 | Director options vest in full upon the earlier of the first anniversary of grant or next annual meeting, subject to continued service |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None disclosed for directors | No TSR/revenue/ESG metrics tied to director pay disclosed |
Other Directorships & Interlocks
- Current external public boards: Kiniksa Pharmaceuticals International, plc; Acadia Pharmaceuticals Inc. .
- Shareholder affiliation: Biggar is a partner at Baker Bros. Advisors; Baker Bros.-affiliated funds beneficially owned ~5.32% of TScan’s voting common stock as of April 30, 2025, with substantial pre-funded warrant positions subject to ownership caps .
- Historical nominating rights for Baker Bros.-affiliated funds (BBA Funds) expired July 20, 2024 .
- Participation by BBA Funds in April 2024 underwritten offering via pre-funded warrants (8,851,451 for Baker Brothers Life Sciences; 825,968 for 667, L.P.) .
Expertise & Qualifications
- Education: M.D. and Ph.D. (Immunology), Stanford; B.S. (Genetics), University of Rochester .
- Domain expertise: Life sciences investing and board leadership; qualifies for board role due to extensive industry experience .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Shares Outstanding | Notes |
|---|---|---|---|
| Stephen Biggar | 91,646 (options vested and exercisable within 60 days of April 30, 2025) | <1% | As reported in principal stockholders table; options vested/exercisable within 60 days (11) |
| Company policy (hedging/pledging) | Insider trading policy governs trading; addresses risks of options, short sales, margin/pledging and compliance | — | Insider trading policy adopted and filed; outlines compliance expectations for directors/officers/employees |
Governance Assessment
-
Strengths
- Independent director serving as Board Chair; Compensation Committee comprised of independent members; clear separation of Chair/CEO roles .
- Documented clawback policy adopted in 2023, effective October 2, 2023; enhances pay-for-performance accountability for executive incentive-based compensation .
- Attendance threshold met by all directors (except one who left mid-year); committees active across audit, comp, nom/gov, and R&D .
-
Potential conflicts and monitoring areas
- RED FLAG: Dual leadership influence — Biggar is both Board Chair and Compensation Committee Chair, which concentrates governance authority over CEO evaluation/compensation; while permitted and independent under Nasdaq, investors often prefer separation of comp committee chair from board chair for checks/balances .
- RED FLAG: Shareholder-affiliated director — Biggar’s partnership at Baker Bros. Advisors coincides with BBA Funds’ ~5.32% beneficial ownership and meaningful pre-funded warrant positions; nominating rights have expired (July 20, 2024), reducing formal influence, but continued large-holder affiliation warrants scrutiny for related-party/committee independence decisions .
- Interlocks: External biotech directorships (Kiniksa, Acadia) increase network reach but may present informational overlap risks; no specific related-party transactions with these entities disclosed .
-
Compensation and alignment
- Director compensation is standard: cash retainers and annual option grants; 2024 cash fees of $75,301 and option grant fair value $307,073 for Biggar; option vesting aligns tenure with equity ownership, though no performance metrics tied to director awards are disclosed .
- Beneficial ownership limited (<1%); options vested/exercisable provide alignment, but no ownership guidelines for directors are disclosed (11) .
-
Controls and policies
- Insider trading policy and related-person transaction policy placed oversight with Audit Committee; no related-person transactions >$120,000 disclosed for directors beyond capital raising participation by significant holders; audit pre-approval of auditor services maintained .
- As an EGC, TScan is not required to conduct advisory votes on executive compensation (say-on-pay), reducing a direct shareholder feedback mechanism on pay practices .
Implications: Biggar brings deep sector expertise and investor perspective, but his combined Chair/Compensation Chair role and affiliation with a significant shareholder (BBA Funds) are governance sensitivity points. Investors should monitor committee decisions (executive pay, equity plans), independence safeguards in comp deliberations, and any future related-party transactions or revisions to director equity practices.
Insider Filings and Attendance Snapshot
| Item | Disclosure |
|---|---|
| Section 16 compliance (2024) | The proxy lists late Form 4s for certain executives (MacBeath, Zdraveski, Dworak); no late filings cited for Biggar . |
| Board/Committee meeting counts (2024) | Board: 4; Audit: 5; Compensation: 4; Nominating & Corporate Governance: 2; Research & Clinical Development: 5 . |
Director Compensation (Detail)
| Director | 2024 Cash Fees ($) | 2024 Option Awards ($) | Total ($) |
|---|---|---|---|
| Stephen Biggar | 75,301 | 307,073 | 382,374 |
| Policy – Annual Cash Fees | Member Fee ($) | Chair Additional Fee ($) |
|---|---|---|
| Board of Directors | 40,000 | 30,000 |
| Audit Committee | 7,500 | 7,500 |
| Compensation Committee | 6,000 | 6,000 |
| Research & Clinical Development Committee | 5,000 | 5,000 |
| Nominating & Corporate Governance Committee | 4,000 | 4,000 |
| Annual Equity Grants (Non-employee Directors) | Grant Size | Vesting |
|---|---|---|
| Initial grant (on election/appointment) | 47,500 options | Vests in full upon earlier of first anniversary or next annual meeting |
| Annual grant (at each annual meeting) | 47,500 options | Same vesting as above |
Related Party & Capital Markets Involvement
- BBA Funds prior nominating and registration rights; nominating rights terminated July 20, 2024 .
- April 24, 2024 underwritten offering: pre-funded warrants purchased by multiple funds including Baker Brothers Life Sciences (8,851,451) and 667, L.P. (825,968) .
- Principal stockholders include Lynx1 (10.24%), EcoR1 (9.56%), BVF complex (9.33%), K2 HealthVentures Equity Trust (6.89%), Adage (6.69%), BlackRock (5.40%), and BBA Funds (5.32%) .
Compensation Committee Analysis
- Composition: Biggar (Chair), Dorton, Klencke, Woods; all independent per Nasdaq .
- Mandate: Oversees executive compensation, equity/incentive plans, CEO performance evaluation (with CEO input on other executives) .
- Consultant usage: Not disclosed; no mention of independent compensation consultant in proxy .
- Clawback policy: Adopted Sept 21, 2023; effective Oct 2, 2023; applies to incentive-based compensation upon financial restatement .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, TScan is not required to conduct advisory votes on executive compensation or frequency votes; scaled disclosures apply .
Governance Red Flags Summary
- RED FLAG: Dual role as Board Chair and Compensation Committee Chair (concentration of oversight over CEO pay and board agenda) .
- RED FLAG: Significant shareholder affiliation (Baker Bros. Advisors) while serving as director and comp chair; nominating rights expired, but influence via ownership persists .
- Monitoring: Watch for any related-person transactions involving BBA-affiliated entities and for changes in director equity structure (e.g., repricing, accelerated vesting outside standard policy) .