Jason Smith
About Jason Smith
Jason Smith, age 53, is UroGen Pharma’s General Counsel, Chief Compliance Officer, and Corporate Secretary, serving since August 2020; he leads legal, IP, and compliance functions. He holds a B.A. in Economics (cum laude) from Binghamton University and a J.D. (with high honors) from George Washington University; prior roles include Chief Counsel, Oncology at Pfizer, legal roles at Wyeth, and associate at Howrey (antitrust/commercial litigation) . Company performance context during his tenure includes 2024 Jelmyto net product revenue of $90.4M vs. $82.7M in 2023 (12% underlying demand growth), FDA approval of Zusduri in June 2025, and 2024 net loss of $126.9M; TSR proxy disclosure shows value of a $100 investment at $93.27 (2022), $157.73 (2023), $111.99 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pfizer Inc. | Chief Counsel, Oncology | 2016–2020 | Led legal support for oncology; senior legal leadership at a global pharma |
| Wyeth | Antitrust Counsel; Global Product Counsel; Chief Counsel, U.S. Pharmaceuticals | Not disclosed | Supported prescription pharmaceuticals businesses in various senior legal roles |
| Howrey, Simon, Arnold & White | Associate, Antitrust and Commercial Litigation | Not disclosed | Litigation and antitrust experience building foundational legal toolkit |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or board roles disclosed for Mr. Smith in the proxy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 456,733 | 475,003 |
| Target Bonus (% of base) | 50% | 50% |
| Actual Annual Bonus Paid ($) | 275,808 | 203,179 (85% of target for 2024) |
Additional 2025 one-time special bonus: $100,000 awarded June 30, 2025 for contributions to FDA approval of Zusduri .
Performance Compensation
Company-set 2024 corporate metrics (drive NEO annual bonus outcomes), results, and payout link:
| Metric | Weight | Target | Actual | Payout impact |
|---|---|---|---|---|
| FDA acceptance of UGN-102 NDA by Oct 31, 2024 | 65% | Acceptance by 10/31/24 | Achieved | Contributed positively |
| 2024 Revenue | 35% | $100M | Not achieved | Reduced payout |
| Stretch: Exceed $100M revenue by 10%/20%/30% | 15% max | >$110M/$120M/$130M | Not achieved | No impact |
| Stretch: Accelerated NDA acceptance by 30/60/90 days | 25% max | Early acceptance vs 10/31/24 | Not achieved | No impact |
| Stretch: Strategic partnership/BD deal | 20% | Execute deal(s) | Achieved | Positive impact |
- Resulting individual payout: Mr. Smith 85% of target bonus for 2024 (target 50% of salary), paid $203,179 .
- Program design emphasizes at-risk pay and long-term equity; no tax gross-ups; no option repricing .
Equity incentives and vesting mechanics:
- 2024 RSUs vest in equal annual installments over 3 years (service-vesting); 2024 PSUs vest on first U.S. commercial sale of Zusduri (condition achieved in 2025) .
Equity Ownership & Alignment
Beneficial ownership and structure:
- Total beneficial ownership: 172,180 shares (32,514 ordinary shares plus 139,666 options/RSUs vesting within 60 days) as of June 30, 2025; less than 1% of outstanding shares (46,199,134). Approximate stake ≈0.37% (172,180 / 46,199,134) .
- Hedging/margin: Insider Trading Policy prohibits short sales, transactions in puts/calls, hedging transactions, and use of margin accounts; reduces misalignment/hedging risk .
- Pledging: No pledging by Mr. Smith disclosed in the proxy .
- Ownership guidelines: No executive stock ownership guidelines disclosed (proxy silent) .
Outstanding equity position (as of 12/31/2024):
| Instrument | Granted | Status at 12/31/24 | Key terms |
|---|---|---|---|
| Stock options (inducement) | 60,000 | Exercisable; $19.66 strike; exp. 10/1/2030 | 10/1/2020 grant; time-vested |
| Stock options | 8,000 | Exercisable; $22.07; exp. 1/31/2031 | 1/31/2021 grant; time-vested |
| Stock options | 15,000 | Exercisable; $17.98; exp. 6/5/2031 | 6/5/2021 grant; time-vested |
| Stock options | 30,000 | 20,000 exercisable; 10,000 unexercisable; $7.72; exp. 1/31/2032 | 1/31/2022 grant; time-vested |
| Stock options | 40,000 | 13,333 exercisable; 26,667 unexercisable; $10.39; exp. 1/31/2033 | 1/31/2023 grant; time-vested |
| RSUs | 2,500 | Unvested | 1/31/2022 grant; equal annual vesting over 3 years |
| RSUs | 13,334 | Unvested | 1/31/2023 grant; equal annual vesting over 3 years |
| RSUs | 6,667 | Unvested | 9/7/2023 grant; equal annual vesting over 3 years |
| RSUs | 16,500 | Unvested | 1/31/2024 grant; equal annual vesting over 3 years |
| PSUs | 16,500 | Unearned at 12/31/24; subsequently vested | Vest on first U.S. commercial sale of Zusduri (achieved 2025) |
Notes on moneyness (contextual): URGN closing price was $13.70 on June 30, 2025; options struck at $7.72 and $10.39 were in-the-money at that date; higher-strike grants ($17.98–$22.07–$19.66) were out-of-the-money at that date .
Employment Terms
- Start date/tenure: Serving as GC/CCO/Corporate Secretary since August 2020 .
- Employment status: At-will; confidentiality/IP and restrictive covenants include non-compete, non-solicitation, confidentiality (durations not specified in proxy) .
- 2024 fixed pay: Base salary $475,003; bonus target 50% of salary .
- Severance (non–change-in-control): If terminated without cause/for good reason/death/disability, salary continuation 6 months; prorated target bonus for year of termination (company performance-based; individual portion deemed achieved); prior-year unpaid bonus; equity vesting acceleration of 1/12th (8.33%); up to 6 months COBRA reimbursements (CEO has higher levels) .
- Change-in-control (double trigger within 3 months prior to or 24 months after CoC): 100% accelerated vesting of all unvested equity; lump sum of 12 months base salary + 100% of target bonus; 12 months COBRA reimbursements (CEO has 18 months) .
- Clawbacks: SOX 304 recoupment if required; Dodd-Frank/Nasdaq-compliant clawback policy adopted (Rule 10D-1; Nasdaq 5608) .
- Hedging/short sales/margin prohibited by Insider Trading Policy .
- Perquisites/tax gross-ups: Company states no executive fringe benefits/perks and no excise tax gross-ups .
Compensation Structure Analysis
- Mix and performance linkage: Significant at-risk pay via annual bonus tied to FDA and commercial/BD objectives; long-term equity tilted toward RSUs/PSUs in 2024 (no 2024 option grant for Mr. Smith), increasing certainty relative to options and explicitly tying PSU vesting to Zusduri commercialization .
- Program competitiveness: Non-CEO executive total direct compensation positioned at ~15th percentile of peers in 2024 (CEO at ~20th percentile), suggesting moderation of pay levels with strong performance linkage .
- Policy changes expanding equity capacity: 2025 proposals increase max equity grant capacity under the officer compensation policy (officers: from 100,000 to 300,000; CEO: from 200,000 to 600,000) and add 2,750,000 shares to the 2017 Plan, enabling larger/evolving grants going forward (dilution risk but retention tool) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval exceeded 87% of votes cast; company reports ongoing outreach to holders representing >70% of shares on executive comp and governance .
Equity Ownership & Alignment (Summary Table)
| Item | Value |
|---|---|
| Beneficial shares (6/30/25) | 172,180 (32,514 shares + 139,666 options/RSUs within 60 days) |
| Shares outstanding basis | 46,199,134 (6/30/25) |
| Ownership % (approx.) | ~0.37% (172,180 / 46,199,134) |
| Hedging/short/margin | Prohibited under Insider Trading Policy |
| Pledging | No director/officer pledging disclosed for Mr. Smith |
| Ownership guidelines | Not disclosed for executives |
Employment Contracts, Severance, and CoC Economics (Detail)
| Provision | Non-CoC Termination | Change-in-Control (double trigger) |
|---|---|---|
| Cash severance | 6 months base salary | Lump sum 12 months base + 100% target bonus |
| Bonus treatment | Prorated target bonus for year of termination (company perf-based; individual portion deemed achieved); prior-year unpaid bonus | Included in lump sum (100% target bonus) |
| Equity acceleration | 1/12th (8.33%) vesting acceleration of RSUs/options | 100% vesting and exercisability of all unvested equity |
| COBRA | Up to 6 months | 12 months |
| Clawbacks | SOX 304; Dodd-Frank/Nasdaq policy adopted | SOX 304; Dodd-Frank/Nasdaq policy adopted |
Performance & Track Record
- Program and milestones: FDA approved Zusduri on June 12, 2025; 2024 NDA acceptance target achieved; BD collaborations executed; Jelmyto 2024 net product revenue of $90.4M (+$7.7M YoY), though $100M core revenue goal not achieved; loan restructuring and equity raise in 2024 .
- Pay-versus-performance context: TSR proxy series shows variability ($100 investment: $93.27 in 2022, $157.73 in 2023, $111.99 in 2024) alongside continuing net losses (2024 net loss $126.9M) .
Compensation Peer Group
- Peer set used for benchmarking includes 2seventy bio, Arcus Biosciences, Day One, Deciphera, Eagle, Erasca, IDEAYA, Inhibrx, iTeos, Karyopharm, Kura, RAPT, Rigel, Syndax, Tango, Verastem, Xencor, Y-mAbs; positioning: non-CEO executives ~15th percentile; CEO ~20th percentile .
Risk Indicators & Red Flags
- Hedging/margin prohibited; clawbacks in place; no option repricing; no excise tax gross-ups; company states no executive perquisites .
- 2025 special bonus ($100k) for FDA approval contributions aligns with milestone achievement; continue monitoring for any outsized discretionary awards vs. policy .
- Equity plan share increase and higher officer grant caps raise dilution risk; balanced by retention needs and governance guardrails (no liberal share recycling; no single-trigger CoC acceleration) .
Investment Implications
- Alignment and execution: Mr. Smith’s incentive design (PSUs tied to Zusduri first sale; RSUs vesting over 3 years) closely aligns with regulatory and commercialization milestones; 2025 vesting of PSUs suggests potential incremental insider supply—monitor Form 4s around vesting and trading windows for near-term flow signals .
- Retention risk: Double-trigger CoC with full acceleration and 12 months cash/benefits is market-consistent, lowering transaction friction; non-CoC severance (6 months + partial vesting) provides baseline retention while limiting windfalls .
- Pay moderation vs. market: Non-CEO executive comp positioned ~15th percentile indicates cost discipline; however, approved increases to officer equity grant ceilings plus added share pool could lift future equity awards—track burn rate and overhang (company disclosed overhang/burn controls) .
- Governance and shareholder sentiment: 87% say-on-pay support and active outreach reduce governance overhang; hedging/margin prohibitions and clawbacks strengthen alignment .
- Financial context: Continued net losses and revenue goals shortfall offset by regulatory win and BD progress; watch 2025–2026 Zusduri sales targets embedded in officer PSU design for ongoing pay-for-performance validation .