Julian C. Baker

About Julian C. Baker

Julian C. Baker (age 58) is an independent director at Acadia Pharmaceuticals (ACAD) and Managing Member of Baker Bros. Advisors LP, a long-term life sciences investment adviser he co-founded in 2000; he has served on ACAD’s board since December 2015 and previously worked as a portfolio manager at Tisch Financial Management (1994–1999) and in private equity at Credit Suisse First Boston (1988–1993) . He currently serves on the boards of Incyte Corporation, Madrigal Pharmaceuticals, Inc., and Prelude Therapeutics Inc., bringing deep financial markets expertise in life sciences to ACAD’s board .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined all current directors except the CEO are independent; Baker is independent under Nasdaq standards .
• Committee assignments (2024): Member, Nominating & Corporate Governance Committee (NCG); he ceased Compensation Committee membership on November 13, 2024 (Dr. Garofalo succeeded him) .
• Chair roles: None (independent Chair of the Board is Dr. Stephen R. Biggar) .
• Attendance: The Board met 16 times in 2024; all directors attended at least 75% of Board and applicable committee meetings .
• Executive sessions: Independent directors meet at least quarterly in executive session, presided over by the independent Board Chair .
• Committee cadence (2024): Audit (4), Compensation (4), NCG (1), Scientific Advisory (6) .

Fixed Compensation

Additional program terms for directors:

• Annual cash retainer $50,000; NCG member $5,000; Compensation member $10,000 (non-chair); committee chair retainers vary by committee .
• Equity mix: $300,000 total fair value annually ($150k options + $150k RSUs); options vest quarterly within ~1 year; RSUs vest in full by next annual meeting or one year .

Performance Compensation

• No director-specific performance-conditioned equity disclosed; director equity awards are time-based options and RSUs under the Non‑Employee Director Compensation Policy .

Other Directorships & Interlocks

• Current public company boards: Incyte, Madrigal, Prelude .
• ACAD board interlock: Dr. Stephen R. Biggar (ACAD Board Chair) is a partner at Baker Bros. Advisors LP; both Baker and Biggar serve on ACAD’s board while Baker Bros. holds a significant ACAD stake, implying potential influence that is mitigated by formal independence determinations and related-party oversight processes .

Expertise & Qualifications

• Core credentials: Co-founder and Managing Member of a leading life-sciences investment firm; extensive financial industry experience focused on life-sciences companies; deemed qualified by ACAD’s NCG Committee based on financial and industry expertise .

Equity Ownership

Disclosure notes:

• Baker, Baker Bros. Advisors LP, and Baker Bros. Advisors (GP) LLC disclaim beneficial ownership of shares held by the funds except to the extent of indirect pecuniary interest; voting/dispositive power is exercised per management agreements and adviser policies; prefunded warrants (489,269 shares) are subject to a 19.99% beneficial ownership blocker and not currently exercisable .
• Hedging/pledging: ACAD policy prohibits officers and directors from hedging or pledging company stock, supporting alignment and limiting collateralization risk .

Governance Assessment

• Alignment vs. influence: The 25.9% beneficial stake tied to Baker Bros. (with both Baker and Biggar on ACAD’s board) aligns incentives but raises potential influence concerns; mitigants include (i) formal independence determinations; (ii) quarterly independent executive sessions; and (iii) Audit Committee oversight and required recusal on related-person matters .
• Committee service and refresh: Baker currently serves on NCG (succession, independence, conflicts oversight) and rotated off Compensation in Nov 2024, reflecting ongoing committee refresh and balanced governance roles .
• Director pay structure: Compensation is predominantly equity-based with annual options and RSUs, aligning with shareholder outcomes; no director performance awards are used, and option repricing is prohibited .
• Attendance and engagement: Board met 16 times in 2024 with all directors ≥75% attendance, indicating good engagement levels; independent sessions occur ≥quarterly .
• Policies that bolster investor confidence: Robust hedging/pledging prohibitions; clawback policy for executives updated to Nasdaq Rule 10D-1; director stock ownership guideline of 5x cash retainer (compliance or within time-to-comply) .
• Shareholder feedback signals: Say‑on‑pay approval was ~94% at the 2024 meeting, and the Compensation Committee shifted PSUs to relative TSR beginning 2024—demonstrating responsiveness; while executive-focused, these moves reflect overall governance quality .

RED FLAGS and watch items:

• Significant shareholder representation: Baker Bros. holds 25.9% and has two representatives on ACAD’s board (Baker and Biggar). Monitor potential related-party matters; the company’s policy requires Audit Committee review and director recusal where appropriate .
• Committee concentration: NCG met only once in 2024; ensure sufficient cadence on nominations/conflicts oversight relative to ACAD’s strategic activity .

Director Compensation Details (Program Reference)

Related Party Transactions & Conflicts Oversight

• Policy and process: The Audit Committee reviews and approves related-person transactions over $120,000, considering risks, independence impacts, alternatives, and market terms; interested directors must recuse themselves .
• Indemnification/D&O insurance: ACAD maintains D&O insurance and indemnification agreements with directors .
• No specific related-party transactions involving Baker were disclosed for 2024–2025 beyond beneficial ownership details and standard director compensation .

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 say‑on‑pay support was ~94%; in response to shareholder feedback, ACAD replaced operational PSU goals with 3‑year relative TSR for grants beginning in 2024 and increased PSU weighting for the CEO; caps apply to payouts to constrain risk .

Compensation Committee Analysis (Context)

• Composition (2024): Independent directors; FW Cook engaged as independent consultant; robust charter authority and use of equity award subcommittee for non-officer grants .
• Practices: Measurable annual incentive goals; TSR-based PSUs; clawback policy updated; hedging/pledging prohibited; no option repricing; no excise tax gross-ups .

Equity Ownership (Director-level specifics)

Overall view: Baker brings capital markets expertise and alignment via a significant shareholder position, balanced by formal independence status, structured conflicts oversight, and equity‑heavy director pay. Investors should monitor related-party governance rigor given Baker Bros.’ stake and representation, while noting ACAD’s strong policy framework and shareholder‑responsive compensation governance .