James Robinson Jr.
About James A. Robinson Jr.
Independent director at UroGen Pharma (URGN); age 55; appointed July 2023. Robinson is President & CEO (and director) of A2 Biotherapeutics, with prior CEO tenure at Urovant Sciences (2020–2023), and senior operating roles at Paragon Biosciences, Alkermes, Astellas (Americas Operations President), and Schering‑Plough; BS, DePaul University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urovant Sciences, Inc. | Chief Executive Officer; Director | CEO: Mar 2020–Jun 2023; Director: Mar 2019–Jun 2023 | Led commercial/org execution; board leadership |
| Paragon Biosciences | President & Chief Operating Officer | Apr 2019–Mar 2020 | Oversaw operations |
| Alkermes | President & Chief Operating Officer | Prior to 2019 (dates not specified) | Led global commercial, manufacturing, HR, BD functions |
| Astellas U.S./Americas | President, Americas Operations; earlier President, Astellas Pharma US | ~12+ years | Led operations for North & South America; U.S. commercial leadership |
| Schering‑Plough | Vice President, Hepatitis Sales & Managed Care | Part of 13‑year tenure | Managed sales and managed care |
External Roles
| Organization | Capacity | Tenure/Status |
|---|---|---|
| A2 Biotherapeutics, Inc. | President, CEO, Director | Current |
| Eledon Pharmaceuticals, Inc. | Director | Current |
| Petauri Health | Director (private) | Current |
| BridgeBio Pharma, Inc. | Advisor | Current |
| Neos Therapeutics, Inc. | Former Director | Prior to acquisition by Aytu BioPharma |
| Applied Genetic Technologies Corporation | Former Director | Prior to acquisition by Syncona (Nov 2022) |
| PhRMA | Former Board; Chair, State Committee | Prior role |
| MATTER | Founding member | Ongoing network role |
Board Governance
- Independence: Board determined all directors except the CEO (Elizabeth Barrett) are independent; Robinson is independent per Nasdaq standards .
- Committees: Member, Nominating & Corporate Governance; Member, Compliance; slated to become Chair of Compliance Committee immediately following the 2025 AGM .
- Attendance: In 2024, the Board met 8 times; Audit (4), Compensation (4), Nominating (3), Compliance (4). Each Board/committee member attended at least 75% of meetings; independent directors held 5 executive sessions, chaired by the independent Board Chair (Dr. Arie Belldegrun) .
- Board leadership: Independent Chair structure to reinforce oversight effectiveness .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $45,000 | Increased from $40,000 in Aug 2024 |
| Committee membership fees | Audit: $7,500; Compensation: $5,000; Nominating & Corporate Governance: $5,000; Compliance: $5,000 | Per policy |
| Committee chair fees | Audit Chair: $20,000; Comp/Nominating/Compliance Chair: $15,000 | Per policy |
| 2024 cash fees paid to Robinson | $52,011 | Actual cash paid in 2024 |
Performance Compensation
| Equity Item | Grant/Value | Vesting/Terms |
|---|---|---|
| 2024 option awards (grant‑date fair value) | $131,911 | Grant‑date fair value; options vest per policy |
| Standard initial grant (legacy policy) | Option to purchase 20,000 shares | Vests in equal quarterly installments over 3 years; exercise price = FMV at grant |
| Standard annual grant (legacy policy) | Option to purchase 10,000 shares | Vests in equal quarterly installments over 1 year |
| Amended 2025 director equity elections (A&R Compensation Policy, if approved) | Choice of (A) Option to purchase 40,000 shares OR (B) Option to purchase 20,000 shares + 16,000 RSUs (initial); Annual: (A) 20,000 options OR (B) 10,000 options + 8,000 RSUs | Initial awards vest quarterly over 12 quarters; annual awards vest quarterly over 4 quarters; default to option path if no timely election |
| Options outstanding (12/31/2024) | 20,833 | Robinson’s outstanding options at year‑end |
| Total options granted under 2017 Plan (as of 6/30/2025) | 40,000 | Aggregate options credited under plan |
Other Directorships & Interlocks
| Company | Relationship to URGN | Potential conflict note |
|---|---|---|
| A2 Biotherapeutics; Eledon; Petauri Health | No disclosed transactions with URGN | No related‑party transactions involving Robinson disclosed |
| Board Chair (Belldegrun) affiliate – IconOVir deal | URGN acquired IconOVir assets; entities affiliated with Board Chair held notes potentially entitling ~28.3% of purchase consideration | Related‑party transaction disclosed, subject to policy and Audit Committee oversight; not linked to Robinson |
Expertise & Qualifications
- Deep commercial leadership across biopharma (Astellas, Alkermes, Urovant); operating and P&L accountability suitable for governance, commercialization, and compliance oversight .
- Policy/industry engagement (PhRMA State Committee Chair); network contributor (MATTER), supporting stakeholder engagement and external insight .
- Current operating CEO experience (A2 Biotherapeutics) underscores strategic perspective on portfolio, partnerships, and risk .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| James A. Robinson Jr. | 33,333 | <1% | Consists of shares issuable upon exercise/settlement within 60 days after June 30, 2025 |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy prohibits short sales, options, hedging, margin accounts and speculative transactions |
Governance Assessment
- Independence and committee roles: Robinson is independent and currently serves on Nominating & Corporate Governance and Compliance; slated to chair Compliance, elevating his direct influence on non‑financial compliance programs, policies, and risk oversight—a positive signal for board effectiveness in a regulated biopharma context .
- Engagement: Company reports robust meeting cadence with ≥75% attendance across Board/committees and 5 executive sessions of independent directors—indicates active oversight environment; individual attendance percentages are not disclosed beyond the ≥75% threshold .
- Compensation alignment: Director pay mix skews toward equity via options; proposed A&R policy introduces RSUs and materially increases equity sizing (initial and annual) for directors, which enhances alignment but also increases dilution. The inclusion of RSUs lowers risk versus options; investors should monitor aggregate burn rate and overhang (URGN disclosed careful management and anti‑repricing safeguards) .
- Red flags and conflicts: No related‑party transactions involving Robinson are disclosed. A notable related‑party transaction involved the Board Chair’s affiliated entities in the IconOVir asset purchase; it was transparently disclosed and subject to policy oversight—highlighting the importance of rigorous committee review and independence safeguards, not a Robinson‑specific issue .
- Shareholder sentiment: 2024 say‑on‑pay approval exceeded 87%, suggesting constructive investor alignment on compensation governance; while this pertains to executive pay, it reflects board‑level compensation oversight quality .
Director Compensation – Summary (Cash vs Equity)
| Year | Cash Fees Paid ($) | Equity Grant FV ($) | Total ($) |
|---|---|---|---|
| 2024 | 52,011 | 131,911 | 183,922 |
Committee Assignments and Chair Roles
| Committee | Role | Detail |
|---|---|---|
| Nominating & Corporate Governance | Member | Oversees governance practices, board composition, director evaluation |
| Compliance | Member → Chair (post‑AGM) | Oversees non‑financial compliance programs, policies, legal/regulatory exposure; assists Audit on financial statement integrity risks |
Attendance and Engagement
| Metric | 2024 Value |
|---|---|
| Board meetings | 8; ≥75% attendance by each director |
| Committee meetings | Audit: 4; Compensation: 4; Nominating: 3; Compliance: 4; ≥75% attendance by members |
| Independent executive sessions | 5; chaired by independent Board Chair |
Policies and Investor Protection Features
- Insider Trading and hedging restrictions: Prohibits short sales, options, hedging transactions, margin accounts—supports long‑term alignment .
- Equity plan safeguards: No repricing without shareholder approval; no liberal share recycling; no single‑trigger acceleration; no dividends on unvested awards; shareholder approval required for additional shares .
- Clawback: Policy adopted per Exchange Act Rule 10D‑1 and Nasdaq Listing Rule 5608; Sarbanes‑Oxley §304 applicable to covered officers .
Overall implication: Robinson’s independence, imminent Compliance Committee chair role, and commercial operating background are positive for governance efficacy. Monitor increased director equity sizing under the A&R policy and overall dilution metrics; no Robinson‑specific conflicts were disclosed. Strong meeting cadence and executive sessions reinforce board oversight quality .