Ron Squarer
About Ron Squarer
Independent director at Travere Therapeutics (TVTX) since April 2017; age 58 as of the proxy’s table; MBA from Kellogg (Northwestern) and B.A. in Biochemistry from UC Berkeley. He brings 25+ years of pharma leadership, including CEO of Array BioPharma (acquired by Pfizer for ~$11.4B) and senior commercial roles at Hospira ($4B revenue responsibility) and Mayne Pharma . He is classified as independent under Nasdaq standards and has served continuously for eight years on TVTX’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Array BioPharma, Inc. | Chief Executive Officer and Director | Apr 2012 – Jul 2019 | Led to sale to Pfizer for ~$11.4B enterprise value |
| Hospira Inc. | SVP, Chief Commercial Officer | Pre-2012 | Led >$4B annual revenue; >2,000 employees worldwide |
| Mayne Pharma | SVP, Global Corporate & Business Development | Pre-2007 | Firm sold to Hospira for $2B in 2007 |
| Pfizer Inc. | Senior management (global oncology commercial development) | Prior | Oncology commercial development leadership |
| SmithKline Beecham (now GSK) | Senior management roles (US and Europe) | Prior | Pharma commercial roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ADC Therapeutics SA | Chair of the Board | Mar 2020 – Present | Commercial-stage biopharma |
| Deciphera Pharmaceuticals, Inc. | Chair of the Board | Jun 2023 – Jun 2024 | Served through sale to Ono Pharmaceuticals for ~$2.5B; previously director since Dec 2019 |
Board Governance
- Independence: Board determined Mr. Squarer is independent; nine of ten directors are independent (CEO not independent) .
- Committee assignments: Audit Committee member; Audit met five times in 2024; Board designated all three audit members, including Squarer, as “audit committee financial experts” .
- Attendance and engagement: Board held four meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings; independent directors held executive sessions at each regular Board meeting .
- Leadership structure: Chair and CEO roles are separated (Chair: Gary Lyons) to enhance oversight and accountability .
- Board evaluation and education: Annual third‑party facilitated self-assessment; all-day strategic session annually; ongoing director education supported .
Fixed Compensation
| Component | Amount (USD) | Year | Notes |
|---|---|---|---|
| Board annual cash retainer | $50,000 | 2024 | Standard non-employee director retainer |
| Audit Committee membership retainer | $10,000 | 2024 | Member rate; chair is $20,000 |
| Total cash fees (earned) | $60,000 | 2024 | As reported in Director Compensation Summary |
2025 schedule changes: Chair of Board retainer raised to $40,000; Compensation Committee chair/member retainers increased to $20,000/$10,000; equity components unchanged .
Performance Compensation
| Equity Component | Grant (shares) | Grant-date Fair Value (USD) | Vesting | Exercise Price Policy | Change-in-Control Terms |
|---|---|---|---|---|---|
| Stock options (annual grant) | 19,500 | $132,990 | 1-year vest for annual grants | At least FMV on grant date; no repricing without stockholder approval | |
| Restricted stock units (annual grant) | 6,500 | $44,330 | 1-year vest for annual grants | Dividends not paid prior to vest; forfeiture if unvested |
- Initial board equity grants (upon joining) are 29,250 options + 9,750 RSUs with 3-year vesting; annual grants vest over one year .
- Director equity grants accelerate to 100% vest upon a Change in Control if board service ceases in connection with the transaction .
- Plan governance: minimum 12‑month vesting (5% carve-out), clawback applies, no liberal change‑in‑control definition, non-employee director compensation capped at $750,000 total value per year .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| ADC Therapeutics SA | Chair | Not disclosed | External biopharma governance role |
| Deciphera Pharmaceuticals, Inc. | Chair (past) | Not disclosed | Served through acquisition by Ono for ~$2.5B |
TVTX Corporate Governance Guidelines limit total other public company boards to no more than four (with additional limits for Audit chairs and public-company NEOs); company states all directors comply with board limits .
Expertise & Qualifications
- Strategic and commercial leadership in oncology; M&A execution (Array sale to Pfizer; roles at Hospira/Mayne) .
- Financial oversight and audit expertise; designated audit committee financial expert at TVTX .
- Academic credentials: MBA (Kellogg), B.A. Biochemistry (UC Berkeley) .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 98,375 | Mar 3, 2025 | Less than 1% of outstanding shares |
| Ownership as % of shares outstanding | <1% | Mar 3, 2025 | As indicated in proxy |
| Options exercisable/vesting within 60 days | 76,000 | Mar 3, 2025 | Included in beneficial ownership per SEC rules |
| Total options outstanding | 95,500 | Dec 31, 2024 | Aggregate options held |
| RSUs outstanding | 6,500 | Dec 31, 2024 | Aggregate RSUs held |
| Ownership guideline | 3x annual cash retainer | Policy | All directors meet guideline |
| Hedging policy | Hedging, short sales, derivatives prohibited | Policy | Insider Trading Policy prohibits puts/calls, short sales, collars, swaps, etc. |
Governance Assessment
- Strengths: Independent director with deep commercial/M&A experience; Audit Committee “financial expert” designation supports oversight quality; consistent attendance; separation of Chair/CEO; ownership guideline met—positive alignment .
- Compensation alignment: Director equity is predominantly time-based options and RSUs, standard for the sector; annual equity cadence increases skin‑in‑the‑game without introducing director‑level performance metrics (equity plan permits performance awards, but director grants are time-based) .
- Policy protections: No repricing without stockholder approval; minimum vesting; clawback; capped director compensation; non‑liberal change‑in‑control definition—favorable for investor confidence .
- RED FLAGS to monitor: Single-trigger acceleration for director awards if service ceases in connection with a Change in Control (common, but investors may prefer double-trigger); large companywide option overhang and burn rate exist at the company level—dilution management discussed extensively by TVTX (board-level oversight important) .