Yann Echelard
TG THERAPEUTICSAbout Yann Echelard
Independent director at TG Therapeutics since November 2012, age 61 (2025). An Operating Partner at Flagship Pioneering, he holds a Ph.D. from Université de Montréal and completed post-doctoral work at the Ludwig Institute of Cancer Research (McGill), with visiting scientist roles at the Roche Institute and Harvard (Developmental Biology), contributing to isolation and characterization of Hedgehog genes; he held senior leadership roles at Genzyme Transgenics/GTC Biotherapeutics (1994–2010) and was CEO of rEVO Biologics (2013–2018). Since 2018, he’s been Founding President of Ring Therapeutics and Cellarity and President/Co-Founder of Laronde (now Sail), ProFound Therapeutics, and Ampersand Biomedicines, with the Board deeming him qualified based on biotech and managerial experience . The Board affirmed his independence under Nasdaq rules on April 11, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genzyme Transgenics Corporation / GTC Biotherapeutics | VP R&D; VP Corporate & Technology Development; President | 1994–2010 | Led goat somatic cell nuclear transfer (1998); advanced bioproduction capabilities |
| rEVO Biologics (successor of GTC Biotherapeutics) | President & CEO | Jan 2013–Apr 2018 | Led company through commercialization/transition |
| Roche Institute; Harvard University | Visiting Scientist (Developmental Biology) | Prior to 1994 | Key role in isolating/characterizing Hedgehog genes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flagship Pioneering | Operating Partner | 2018–Present | Founding roles at Ring Therapeutics, Cellarity; President/Co-Founder at Laronde (now Sail), ProFound Therapeutics, Ampersand Biomedicines |
| Other public company boards | Not disclosed | — | No other public company directorships disclosed in proxy bios (past 5 years) |
Board Governance
- Committee assignments (2024/2025): Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee member. Audit chaired by Laurence Charney; Compensation chaired by Kenneth Hoberman; Nominating chaired by Dr. Sagar Lonial .
- Independence: Board determined Echelard and all committee members are independent under SEC/Nasdaq rules (Audit/Compensation) and reaffirmed director independence on April 11, 2025 .
- Attendance and engagement: Board held four meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting . Committee meeting frequency 2024: Audit (4), Compensation (4), Nominating (3) .
- Board structure: CEO also serves as Chair; Board maintains a Lead Independent Director (Charney) who presides over executive sessions and annual evaluations; Board conducts annual third-party self-evaluations of members and committees .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 95,000 | Board retainer plus committee member retainers; program specifies Board $70,000; Audit $10,000 member ($20,000 chair); Compensation $7,500 member ($15,000 chair); Nominating $5,000 member ($10,000 chair) |
| 2023 | 95,000 | Same cash fee reported; program unchanged year-over-year |
Program context: In 2024, after peer benchmarking, the Compensation Committee set total non-executive director compensation around the 75th percentile of the peer group; cash levels remained, equity was increased .
Performance Compensation
| Grant Date | Award Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 6/19/2024 | Restricted Stock | 22,250 | 373,133 | Vests on 6/14/2025 (time-based) |
| Initial Director Grant (upon election) | Restricted Stock | 50,000 | N/A | Vests in equal annual installments over three years, beginning on the third anniversary of grant (time-based) |
- No options granted to directors in 2024; director equity awards are time-based; no performance metrics disclosed for director equity awards .
- Plan safeguards: No single-trigger vesting if awards are assumed; no tax gross-ups; clawback policy applies to awards under the 2022 Incentive Plan; prohibition on repricing and discounted options; no liberal share recycling .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | None; current members (Hoberman, Charney, Hume, Echelard) were not officers/employees; no interlock relationships requiring disclosure; no reciprocal interlocks involving TG executives |
| Shared boards with suppliers/customers | Not disclosed for Echelard; related transactions primarily involve Fortress Biotech/Checkpoint via CEO Michael Weiss |
Expertise & Qualifications
- Deep biotech R&D and operational leadership; developmental biology expertise and notable scientific contributions (Hedgehog genes; cloning) .
- Senior management and commercialization experience across biologics companies (GTC/rEVO) and company creation at Flagship Pioneering .
- Board views his biotech and management background as appropriate for service .
Equity Ownership
| As of | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| 4/14/2025 | 224,098 | <1% | Includes restricted stock deemed outstanding; directors’ beneficial ownership calculation includes securities vesting/exercisable within 60 days; common shares outstanding 158,776,296 |
| 12/31/2024 | 200,098 unvested restricted stock (aggregate held) | N/A | No stock options granted to non-employee directors |
Policy indicators:
- Insider Trading Policy prohibits hedging and speculative trading by directors .
- No pledging disclosures noted for directors in the proxy .
Governance Assessment
- Strengths: Independent status and multi-committee service (Audit, Compensation, Nominating); documented attendance ≥75% and full Annual Meeting participation; enhanced director equity to align at 75th percentile peer level; equity plan governance features (no gross-ups, no repricing, clawback) bolster pay discipline .
- Risks/Red flags: 2023 Say-on-Pay support was low at 46.7%, signaling investor concerns on executive pay; however, the Compensation Committee (including Echelard) engaged an independent consultant, benchmarked peers, and adjusted program design thereafter .
- Related-party exposure: Office and shared services agreements with Fortress Biotech and collaboration with Checkpoint (entities connected to CEO Weiss) pose related-party scrutiny; these are governed by a formal Related Person Transactions policy requiring Audit Committee oversight (which includes Echelard), mitigating conflict risk .
- Board effectiveness: Presence of a Lead Independent Director, annual third-party evaluations, and committee independence support governance quality amid CEO-Chair combination .
Director Compensation (Detail)
| Year | Cash Fees ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 95,000 | 373,133 | — | 468,133 |
| 2023 | 95,000 | 167,200 | — | 262,200 |
Program schedule (current):
- Board retainer $70,000; Lead Independent Director additional $40,000. Committee member retainers: Audit $10,000 (chair $20,000), Compensation $7,500 (chair $15,000), Nominating $5,000 (chair $10,000). Annual equity grants to directors are restricted stock with one-year vesting; initial election grant is 50,000 restricted shares with three-year vest schedule beginning on the third anniversary .
Committee Service Summary
| Committee | Role | Meetings (FY2024) | Independence |
|---|---|---|---|
| Audit | Member | 4 | All members independent; Charney designated financial expert |
| Compensation | Member | 4 | All members independent; chaired by Hoberman |
| Nominating & Corporate Governance | Member | 3 | All members independent; chaired by Dr. Lonial |
Attendance
- Board: 4 meetings in 2024; at least 75% attendance for all incumbent directors; all directors attended the 2024 Annual Meeting .
Policies and Shareholder Feedback
- Clawback: Adopted October 2023; applies to incentive compensation under the 2022 Plan; Compensation Committee concluded no recoupment required after a material weakness restatement assessment; plan awards are subject to the clawback .
- Hedging prohibition: Company policy prohibits hedging and speculative trading by directors .
- Say-on-Pay: 46.7% approval in 2023; committee engaged independent consultant; evaluated peer practices; adjusted compensation design while maintaining pay-for-performance emphasis .
Other Notes
- Equity plan capacity and dilution: As of April 14, 2025, outstanding equity awards across the company total 11.74 million shares; overhang ~8.5%, rising to ~11.6% if plan amended to add 5 million shares; market price $38.41; shares available 1.71 million; total employees eligible ~335 and 5 non-employee directors .
- Director ownership (group): Directors and NEOs collectively owned or had rights to acquire ~10.64% as of April 14, 2025 .
Overall, Echelard presents as a technically strong, independent director with consistent committee engagement, improved equity alignment in 2024–2025, and no disclosed personal related-party transactions. The principal governance watchpoint is TG’s historically low 2023 Say‑on‑Pay outcome; subsequent committee actions to recalibrate benchmarking and equity mix partially mitigate investor concerns .