Scott Morrison
About Scott Morrison
Scott Morrison, 67, has served on Vera Therapeutics’ Board since April 2020; he is a former Ernst & Young LLP partner (1996–2015) and U.S. Life Sciences Leader (2002–2015), and is a certified public accountant (inactive) with 40 years serving life sciences companies and public accounting . The Board has determined he is independent under Nasdaq rules and designated him an “audit committee financial expert” based on his education and EY experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; U.S. Life Sciences Leader | 1996–Dec 2015; Life Sciences Leader 2002–Dec 2015 | Led U.S. life sciences practice |
| Life Sciences Foundation | Director | Not disclosed | Board service to industry org. |
| California Life Sciences Association | Director | Not disclosed | Board service to industry org. |
| Biotech Institute | Director | Not disclosed | Board service to industry org. |
| BIO Emerging Companies Section | Director | Not disclosed | Board service to industry org. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Corvus Pharmaceuticals (CRVS) | Director | Since Dec 2015 | Biopharmaceutical |
| IDEAYA Biosciences (IDYA) | Director | Since Jul 2018 | Biotechnology |
| Audentes Therapeutics | Director | Dec 2015–Jan 15, 2021 (sale to Astellas) | Exited via acquisition |
| Global Blood Therapeutics | Director | Dec 2015–Oct 4, 2022 (sale to Pfizer) | Exited via acquisition |
| Zai Lab Limited (ZLAB) | Director | Since Oct 2021 | Biotechnology |
| Tarsus Pharmaceuticals (TARS) | Director | Since Oct 2022 | Biotechnology |
| Escape Bio, Inc. | Director | Jul 2020–Nov 2022 | Biotechnology |
Board Governance
- Committee assignments and chair roles:
- Audit Committee Chair; members: Morrison, Michael Morrissey, M.D., and Beth Seidenberg, M.D. .
- Independence and expertise:
- Board determined Morrison is independent; qualifies as an “audit committee financial expert” .
- Attendance and engagement:
- Board met five times in 2024; every director attended at least 75% of Board and applicable committee meetings .
- Board specifically cited Morrison’s “highly-engaged” Audit Chair role and “outstanding attendance record” .
- Committee activity:
- Audit Committee met four times during 2024; oversees financial reporting, internal controls, compliance, cybersecurity risk, and related-person transactions .
- Executive sessions:
- Independent directors held five executive sessions in 2024 .
- Shareholder support:
- Morrison was elected at the 2024 Annual Meeting with 31,636,040 votes for; 8,765,335 votes withheld; 1,020,833 broker non-votes .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | Policy in effect Jan 1, 2024 |
| Audit Committee Member Retainer (cash) | $10,000 | Committee Member Retainer |
| Audit Committee Chair Retainer (cash) | $10,000 | Committee Chair Retainer |
| Total Cash Fees Paid (2024) | $60,000 | Morrison’s fees earned in 2024 |
| Meeting Fees | Not disclosed | No meeting fees referenced |
| Policy updates (effective Jan 1, 2025) | Compensation Committee member retainer increased to $7,500; Compensation Chair retainer to $7,500; Chair Retainer to $35,000 | Applies to Compensation Committee; Morrison chairs Audit |
Performance Compensation
| Item | 2024 Value | Vesting/Terms |
|---|---|---|
| Option Awards (aggregate grant-date fair value) | $386,589 | Directors receive initial and annual option grants under 2021 Plan |
| Initial Grant (policy pre-May 2, 2024) | 40,000 shares | Vests monthly over 3 years |
| Annual Grant (policy pre-May 2, 2024) | 20,000 shares | Vests to earlier of 1 year or next annual meeting |
| Initial Grant (policy after May 2, 2024) | Lesser of 25,000 shares or $700,000 fair value | Vests monthly over 3 years |
| Annual Grant (policy after May 2, 2024) | Lesser of 14,000 shares or $400,000 fair value | Vests to earlier of 1 year or next annual meeting |
| Option Term | 10 years | Subject to plan terms |
| Change-in-Control | All director option grants accelerate and become fully vested upon a change-in-control, subject to continuous service through the event |
Note: Director equity awards are options; RSUs were granted to a director consultant (Oliger) in 2024, not applicable to Morrison .
Other Directorships & Interlocks
- Morrison serves on multiple public biotech boards (CRVS, IDYA, ZLAB, TARS) and previously on Audentes and GBT through their acquisitions, plus Escape Bio .
- The proxy highlights Morrison sits on five public company audit committees (including Vera), with the Board concluding his external audit commitments do not impair his Vera service given his expertise and engagement .
Expertise & Qualifications
- CPA (inactive) with extensive public accounting and life sciences leadership experience (EY U.S. Life Sciences Leader) .
- Designated Audit Committee financial expert by the Board .
- Broad governance experience across biotech boards and industry organizations .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 122,893 | Represents options exercisable within 60 days of Record Date |
| Ownership % of shares outstanding | <1% (*) | Asterisk denotes less than one percent |
| Vested vs. unvested breakdown | Not disclosed | Proxy footnote indicates options exercisable within 60 days |
| Shares pledged/hedged | Prohibited by insider trading policy (no pledging/hedging) | Applies to all directors |
Governance Assessment
-
Strengths:
- Independent Audit Chair with financial expert designation; active oversight of financial reporting, controls, compliance, and cybersecurity risk .
- Board attests to Morrison’s high engagement and outstanding attendance; Board-wide attendance >75% and five independent director executive sessions in 2024 .
- Shareholder support evidenced by strong “for” vote in 2024 director election (31.6M for vs. 8.8M withheld; 1.0M broker non-votes) .
- Director compensation structure aligns with shareholder interests via at-risk equity (options), with clear vesting and 10-year terms .
-
Risks/Red Flags:
- Overboarding risk: Morrison sits on five public company audit committees (including Vera); while the Board supports his capacity and value-add, proxy advisors often flag high committee loads—ongoing monitoring warranted .
- Single-trigger equity acceleration: Director options fully accelerate upon change-in-control, which some investors view as less aligned than double-trigger structures (employment termination plus change-in-control) .
- Concentration of compensation in options: While performance-linked to share price, heavy option grants can contribute to dilution; policy adjusted in 2024 to reduce grant sizes, which is a mitigating step .
-
Controls/Policies:
- Insider trading policy prohibits hedging, short-selling, and pledging, supporting alignment and risk management .
- Audit Committee independence affirmed; four meetings held in 2024; robust scope including related-party transaction review .
-
Net investor confidence signal:
- Despite audit committee load, Board’s explicit case-by-case evaluation and documented engagement, plus strong election vote, support confidence in Morrison’s governance effectiveness; investors should continue to monitor external committee commitments and change-in-control equity terms .