John Orwin
About John A. Orwin
John A. Orwin (age 60) is an independent director of Travere Therapeutics (TVTX), serving since March 2017, and is Chair of Travere’s Compensation Committee . He is a veteran biopharma operator: former CEO of Atreca (2018–June 2024) and Relypsa (2013–2017), and previously CEO of Affymax (2011–2013) following a stint as President/COO; earlier senior leadership roles at Genentech and Johnson & Johnson . He holds a BA in Economics from Rutgers University and an MBA from NYU . The Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atreca, Inc. | President & CEO | Apr 2018 – Jun 2024 | Led company through 2024 asset sale; stepped down thereafter |
| Relypsa, Inc. | CEO; President; Director | CEO: Jun 2013 – Jun 2017; President: Jun 2013 – Mar 2017 | CEO during sale of Relypsa to Galenica in 2016 |
| Affymax, Inc. | President & COO; CEO & Director | Apr 2010 – Jan 2011; Feb 2011 – May 2013 | Transitioned from COO to CEO during strategic pivot |
| Genentech (Roche) | VP/SVP, BioOncology Business Unit | Not disclosed | Senior commercial leadership (oncology) |
| Johnson & Johnson (incl. ALZA) | Various executive roles; earlier sales/marketing at ALZA | Not disclosed | Commercial leadership roles |
External Roles
| Organization | Type | Role | Tenure/Status |
|---|---|---|---|
| CARGO Therapeutics, Inc. | Public biotech | Chair of the Board | Current |
| AnaptysBio, Inc. | Public biotech | Chair of the Board | Current |
| Nested Therapeutics (private) | Private biotech | Chair of the Board | Current |
| Ambrosia Biosciences, Inc. (private) | Private biotech | Director | Current |
| Agni Bio, Inc. (private) | Private biotech | Executive Chair | Current |
| Samsara BioCapital | VC | Venture Partner | Current |
| Seagen Inc. | Public biotech | Director | Jan 2014 – Dec 2023 (ended upon Pfizer acquisition) |
| Array BioPharma Inc. | Public biotech | Director | Nov 2012 – Jul 2019 (ended upon Pfizer acquisition) |
Board Governance
- Independence and board composition: Orwin is one of nine independent directors; only the CEO is non-independent .
- Committee assignments: Compensation Committee (Chair); not a member of Audit, Nominating/Corporate Governance, or Science & Medical Technology committees .
- Committee activity: Compensation Committee met 5 times in 2024 .
- Board attendance and engagement: Board held 4 meetings in 2024; all directors met the 75% attendance threshold. Independent directors met in executive session at each regular board meeting in 2024 .
- Director commitments and overboarding: The company noted some stockholder withholds for Orwin in 2024 related to number of boards. He is no longer an executive officer of a public company and currently serves on two other public boards (CARGO, AnaptysBio). Company guidelines limit directors to ≤4 other public boards; all directors are in compliance .
Fixed Compensation
| Component | 2024 Policy/Actual | 2025 Policy | Notes |
|---|---|---|---|
| Board annual cash retainer | $50,000 (policy) | $50,000 (unchanged) | Baseline for non-employee directors |
| Compensation Committee Chair retainer | $15,000 (policy) | $20,000 (increased) | Orwin is Comp Chair |
| Fees earned (Orwin) | $65,000 (actual) | N/A | Matches $50k + $15k policy for 2024 |
- Additional 2025 changes: Chair of the Board retainer raised to $40,000; Compensation Committee member retainer raised to $10,000; no change to equity components .
Performance Compensation
| Element | 2024 Orwin Grant Value (Grant-Date FV) | Typical Annual Director Grant (Shares) | Vesting | CIC Treatment |
|---|---|---|---|---|
| RSUs | $44,330 | 6,500 RSUs per annual grant | Annual grants vest over 1 year; initial RSU grants vest over 3 years | Director awards accelerate 100% if service ceases in connection with a Change in Control |
| Stock Options | $132,990 | 19,500 options per annual grant | Annual grants vest over 1 year; initial option grants vest over 3 years | Same as above |
- No director performance metrics are used; equity vests time-based under the director policy .
- Plan safeguards: No repricing without stockholder approval; minimum 12-month vesting (5% carveout); clawback applies; fixed director compensation cap ($750k/$1.25m first year) .
Other Directorships & Interlocks
- Current public company boards: CARGO Therapeutics (Chair); AnaptysBio (Chair) .
- Compensation Committee interlocks: Travere discloses no interlocks; Orwin and other Comp Committee members have never been Travere officers, and Travere executives do not serve on boards where Travere directors are executives .
- Shared directorships with competitors/suppliers/customers: Not disclosed in proxy; no related-party transactions involving Orwin identified .
Expertise & Qualifications
- Former CEO of multiple biopharma companies (Atreca, Relypsa, Affymax); senior commercial leadership at Genentech and J&J, bringing commercialization and strategic execution experience .
- Board leadership experience (Chair roles at multiple biotechs) and transaction exposure (served on boards through major acquisitions at Seagen and Array) .
- Education: BA Economics (Rutgers); MBA (NYU) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 98,375 | Includes 76,000 options exercisable within 60 days of Mar 3, 2025 |
| Ownership as % of outstanding | <1% | Company denotes “*” for <1% |
| Options outstanding (12/31/2024) | 95,500 | Aggregate outstanding options |
| RSUs outstanding (12/31/2024) | 6,500 | Aggregate outstanding RSUs |
| Ownership guidelines | 3× annual cash retainer within 5 years; all directors compliant | |
| Hedging/short sales policy | Prohibits short sales, options, hedging (e.g., collars), swaps, etc. |
Governance Assessment
-
Positives
- Independent director and Chair of Compensation Committee; Board confirms independence .
- Attendance/engagement: Board and committees active (4 Board meetings; Comp met 5x in 2024); all directors ≥75% attendance; regular executive sessions of independent directors .
- Pay alignment: Mix emphasizes equity (time-based RSUs/options); director ownership guidelines met, reinforcing alignment .
- Controls: Equity plan prohibits repricing without stockholder approval and has clawback/minimum vesting; director equity accelerates only if service ceases in connection with a CIC, limiting entrenchment risk .
- Conflicts: No related-party transactions disclosed for Orwin; Comp Committee interlocks absent .
-
Watch items / RED FLAGS
- Overboarding perception: Prior stockholder withholds tied to Orwin’s board load; while he is no longer a public-company executive and is within company limits, he still chairs two public company boards—monitor for time/attention risk during critical Travere milestones .
Overall, Orwin brings deep commercialization and CEO experience with strong compensation governance credentials, balanced by a need to monitor board load given multiple chair roles .