Stuart Holden

About Stuart Holden

Stuart Holden, M.D., age 83, has served as an independent, non‑employee director of UroGen Pharma since December 2015. He is Chair of ProQuest Investments’ Scientific Advisory Board (since 1998), a Health Sciences Clinical Professor of Urology and Spielberg Family Chair in Urologic Oncology at UCLA (since May 2014), Associate Director of the UCLA Institute of Urologic Oncology, and Medical Director of the Prostate Cancer Foundation (since 1993). He previously led the Louis Warschaw Prostate Cancer Center at Cedars‑Sinai and trained at Weill Cornell, Emory, and Memorial Sloan‑Kettering. The Board cites his extensive medical and oncology background as the basis for his qualification to serve on UroGen’s Board .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee member; Audit Committee composition is Butitta (Chair), Holden, Wen; all are independent per Nasdaq and SEC rules and financially literate; Butitta designated audit committee financial expert . Audit Committee report lists Holden among signatories .
• Independence status: UroGen’s Board determined all members of the Audit, Compensation, Nominating & Corporate Governance, and Compliance Committees meet applicable independence standards .
• Attendance and engagement: In 2024, the Board met 8 times; Audit 4; Compensation 4; Nominating & Corporate Governance 3; Compliance 4. Each director and committee member attended at least 75% of meetings of the Board and committees on which they served. Independent directors held 5 executive sessions in 2024 .
• Nominee: Holden is one of seven nominees for election at the 2025 annual meeting; he is currently serving as a director .

Fixed Compensation

Performance Compensation

• 2024 equity: Option awards grant‑date fair value $131,911; non‑employee directors received automatic initial and annual stock options; exercise price set at fair market value on grant date; annual grants vest quarterly over one year; initial grants vest quarterly over three years .
• Equity award design (current and proposed):
  • 2024 policy: Initial grant 20,000 options (3‑year quarterly vesting); annual grant 10,000 options (1‑year quarterly vesting); exercise price at 100% of fair market value .
  • 2025 A&R Compensation Policy (proposed for shareholder approval): Initial grant choice of (A) 40,000 options or (B) 20,000 options + 16,000 RSUs (12 quarters vesting); Annual grant choice of (A) 20,000 options or (B) 10,000 options + 8,000 RSUs (4 quarters vesting); option term 10 years .
• Performance metrics: No performance metrics (e.g., TSR, EBITDA) are tied to director equity; awards vest based on continued service per policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Oncology and urology expertise, including over 36 years in prostate cancer, endowed chair roles, and leadership at academic and foundation institutions .
• Board service and advisory experience across life sciences companies and organizations (Telormedix SA, Acurian, Clarus Therapeutics, American College of Medical Informatics) .
• The Board explicitly cites his medical knowledge and experience as qualifications for Board service .

Equity Ownership

• Policy on hedging/derivatives: Insider Trading Policy prohibits short sales, put/call transactions, hedging, margin accounts, and speculative transactions by directors, officers, and employees .
• Pledging: No pledging of company stock disclosed for Holden in proxy; Section 16(a) compliance discussion does not list Holden among filers noted in 2024 .

Insider Trades

Governance Assessment

• Board effectiveness and independence: Holden serves on the Audit Committee alongside independent directors; the committee is compliant with SEC/Nasdaq rules, financially literate, and chaired by a designated financial expert (Butitta). Independent directors held five executive sessions in 2024, supporting robust independent oversight .
• Attendance and engagement: Company reports ≥75% attendance for all directors and committee members, indicating baseline engagement; specific attendance rates per director are not disclosed .
• Compensation alignment: Director pay skews toward options (service‑based vesting) rather than cash, aligning director incentives with shareholder value creation. 2024 cash fees for Holden were $54,511 and option grant fair value $131,911 (total $186,422) . Proposed A&R policy increases annual equity (and adds RSUs alternatives), which could modestly raise guaranteed value and dilution; investors should monitor approval and subsequent grant elections .
• Ownership and skin‑in‑the‑game: Holden beneficially owns 80,000 shares (~0.17% of outstanding) with 72,500 options outstanding; no pledging or hedging by directors permitted under policy, supporting alignment .
• Conflicts/related‑party exposure: Proxy discloses a 2023 private placement participation by a firm affiliated with former director Dr. Cohen; no related‑party transactions involving Holden are disclosed, reducing conflict risk . External investment advisory role (ProQuest) is noted but without disclosed URGN transactions.
• RED FLAGS: None directly attributable to Holden in proxy disclosures. Watch items include: (1) potential dilution and shift toward RSUs under the proposed A&R director equity framework, which may increase guaranteed value versus pure option exposure ; (2) absence of director‑specific attendance detail beyond ≥75% standard .