Arie Belldegrun

About Arie Belldegrun, M.D.

Independent Chair of the Board at UroGen Pharma since December 2012; age 75. A board-certified urologic oncologist, he trained at NIH/NCI (surgical oncology/immunotherapy under Dr. Steven Rosenberg), completed post‑graduate immunology at the Weizmann Institute, and residency in urologic surgery at Harvard Medical School. He is Founder and Director of the UCLA Institute of Urologic Oncology and holds the Roy and Carol Doumani Chair in Urologic Oncology; author of 500+ scientific papers and several oncology books .

Past Roles

External Roles

Board Governance

• Independence: Board has determined all directors except the CEO (Elizabeth Barrett) are independent under Nasdaq rules; Belldegrun is an independent Chair, presiding over executive sessions of independent directors .
• Committee memberships:
  • Compensation Committee: Member; Daniel G. Wildman is Chair .
  • Not on Audit (Butitta, Holden, Wen), Nominating & Governance (Robinson, Wen), or Compliance (Holden, Robinson, Wildman; Robinson to become Chair post‑meeting) .
• Attendance: Board met 8 times in 2024; all directors met at least 75% attendance; independent directors held 5 executive sessions chaired by Belldegrun .

Fixed Compensation

Policy detail (non‑employee director compensation):

• 2024 policy: Chair $195,000; other directors $45,000; committee member retainers ($7,500 Audit; $5,000 others); committee chairs ($20,000 Audit; $15,000 others); annual option grant 10,000; initial 20,000; vesting quarterly .
• 2025 A&R policy (approved Aug 26, 2025): introduces director choice between larger options or mixed options+RSUs; initial 40,000 options OR 20,000 options + 16,000 RSUs; annual 20,000 options OR 10,000 options + 8,000 RSUs; pro‑rated for new directors . Note: 8‑K exhibit shows Board Chair cash retainer “$95,000” alongside unchanged committee retainers, which differs from the 2024 $195,000 Chair retainer disclosed in the proxy; this change was part of the approved A&R policy .

Performance Compensation

Directors do not have cash performance bonuses or director‑specific performance stock units; equity is time‑based per policy .

Other Directorships & Interlocks

• Interlock: CEO Elizabeth Barrett serves on Allogene Therapeutics’ board (since 2021) while Belldegrun is Allogene’s Executive Chairman—creating an information flow/interlock between URGN and ALLO .
• Additional external board roles include Kronos Bio and multiple private entities in life sciences real estate/venture—broad network that may influence capital/BD pathways .

Expertise & Qualifications

• Deep clinical and translational expertise in urologic oncology; academic leadership at UCLA; prolific scientific output; board certifications; extensive biopharma company formation and governance experience (Kite, Allogene, Kronos) .

Equity Ownership

• Hedging/pledging: Company insider trading policy prohibits short sales, options/derivatives, hedging transactions, and margin accounts; no specific disclosure of any pledging by Belldegrun .

Board Governance Signals and Votes

Related Party Transactions and Conflicts

• IconOVir asset purchase (Feb 14, 2025): URGN issued shares and structured milestones/royalties for ICVB‑1042; entities affiliated with Belldegrun held promissory notes that may entitle them to ~28.3% of the purchase consideration—material related‑party exposure assessed under URGN’s related‑person transaction policy .
• Policy/controls: Related‑person transactions are reviewed/approved by the Audit Committee or other independent Board body under formal procedures; conflicts and independence impact considered .

RED FLAG: Material related‑party interest (~28.3% of consideration) tied to IconOVir notes held by entities affiliated with Belldegrun—heightened conflict oversight needed .

RED FLAG: Board‑approved expansion of director equity grants (options/RSUs) may increase director equity compensation; clarity on Chair cash retainer decrease from $195k (2024) to $95k (A&R policy exhibit) is warranted to assess alignment and market competitiveness .

Governance Assessment

• Strengths:

  • Independent Chair with medical and biopharma operating depth; clear separation from CEO role .
  • Committee independence and functioning documented; Belldegrun on Compensation Committee only; Audit chaired by an “financial expert” (Butitta) .
  • Attendance threshold met; regular independent executive sessions chaired by Belldegrun .
  • Robust equity plan governance (no repricing; no liberal CIC; no dividends on unvested) and clawback policy in place .
  • Shareholder support strong for director elections, plan amendments, and say‑on‑pay/frequency (annual) .

• Risks/Conflicts:

  • Significant related‑party exposure via IconOVir note holdings by affiliates; ensure recusals and independent review documented for all stages (negotiation/approval) .
  • Interlock with Allogene (URGN CEO serves on Allogene board; Belldegrun is Allogene Executive Chair) may create perceived influence; monitor for transactions/info sharing and ensure appropriate safeguards .
  • Director equity compensation expansion (options/RSUs) increases potential pay inflation; continued shareholder oversight advisable .

• Alignment:

  • Belldegrun’s personal ownership (1.1%) and option exposure align incentives; hedging/margin bans bolster alignment (no pledging disclosed) .
  • Chair retainer recalibration (if $95k under A&R) should be benchmarked to peers to ensure sufficient compensation for independent leadership without excess .

Appendix: Director Compensation Policy Snapshot

Notes

• URGN prohibits hedging, short sales, options/derivatives, and margin accounts for directors; reinforces long‑term alignment .
• All governance data above is sourced from URGN’s 2025 definitive proxy statement and related 8‑K filings .