Richard B. Gaynor
AlkermesAbout Richard B. Gaynor
Independent director since September 2019 and Chair of the Compensation Committee at Alkermes plc (ALKS); age 75 as of April 1, 2025 . President and Chief of Research & Development at BioNTech US Inc. (formerly Neon Therapeutics) since May 2020; previously President of R&D at Neon (from November 2016) after senior leadership roles at Eli Lilly (2002–2016) and academic posts at UCLA and UT Southwestern (Chief of Hematology-Oncology; Director, Simmons Cancer Center) . Education: M.D. from UT Southwestern; fellowship in hematology-oncology at UCLA; board-certified in oncology and hematology; widely published with 140+ scientific articles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioNTech US Inc. (f/k/a Neon Therapeutics) | President, Chief of Research & Development | Since May 2020 | Leads R&D; focus on neoantigen-targeted T cell therapies |
| Neon Therapeutics | President of Research & Development | Since Nov 2016 (prior to BioNTech acquisition) | Advanced clinical development strategy |
| Eli Lilly (Oncology) | SVP, Clinical Development & Medical Affairs; Chair, Lilly Oncology R&D Committee | 2002–2016 | Oversaw collaborations (GE, AstraZeneca, Merck, BMS) |
| UT Southwestern Medical School | Chief of Hematology-Oncology; Director, Simmons Cancer Center | ~11 years | Led clinical and research programs |
| UCLA School of Medicine | Faculty | Early career | Academic research and clinical practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zai Lab Limited (Nasdaq: ZLAB) | Director | Since Nov 2021 | Current outside public board |
| Infinity Pharmaceuticals, Inc. | Director | Mar 2020–Mar 2024 | Former public company board |
| Damon Runyon Cancer Research Foundation | Director | Current | Non-profit governance |
| Stand Up To Cancer | Scientific Advisory Committee | Current | Scientific advisory role |
| American Association for Cancer Research | Finance Committee | Current | Governance/finance oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than CEO are independent; includes Dr. Gaynor . |
| Committee Assignments | Compensation Committee Chair; sole member of Limited Compensation Sub-Committee since Dec 2023 . |
| Committee Meetings (2024) | Compensation Committee met 9 times (100% independent) . |
| Limited Sub-Committee Authority | Authorized to grant new-hire equity awards up to $550,000 per individual below SVP level; monthly grant cadence; actions by written consent . |
| Attendance | Each director attended at least 75% of aggregate Board and committee meetings in 2024 . |
| Overboarding Policy | Max three outside public boards for non-employee directors; all directors in compliance in 2024 . |
| Independent Sessions | Regular executive sessions of independent directors held after each in-person Board meeting . |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| 2024 Cash Fees (Dr. Gaynor) | $99,000 |
| Annual Board Member Retainer | $74,000 (includes first five regular meetings; $3,500 per additional meeting) |
| Committee Chair Retainer | Compensation Committee Chair: $25,000 per year |
| Committee Member Retainer | Compensation Committee Member: $15,000 per year |
| Other Committee Retainers | Audit Chair $25,000; Audit Member $15,000; Nominating Chair $20,000; Nominating Member $12,000; Financial Operating Chair $20,000; Member $12,000; Lead Independent Director $40,000 |
Performance Compensation
| Equity Element | Grant Detail | Vesting | Valuation |
|---|---|---|---|
| Annual Grant RSUs (2024) | 8,013 RSUs (non-employee directors, including Dr. Gaynor) | Vest in full on 1-year anniversary (acceleration on death/disability since May 2024) | Grant-date fair value $23.40/share |
| Annual Grant Options (2024) | 17,492 options (non-employee directors, including Dr. Gaynor) | Vest in full on 1-year anniversary; expire earlier of 10 years or 3 years post-service (acceleration death/disability since May 2024) | Estimated grant-date fair value $10.72/option |
| Equity Mix & Award Values | Annual director equity target $375,000 (unchanged since 2018); mix 50% RSUs / 50% options | ||
| New Director Equity (for reference) | $562,500 target; 3-year ratable vesting (e.g., applied to Ms. Lurker in 2024) |
Note: Director equity awards are time-based and not subject to performance metrics; conflicts policy prohibits repricing without shareholder approval; minimum 1-year vesting under plan features .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Zai Lab Limited | Director | No ALKS related-party transactions disclosed in 2024–2025 period . |
| Infinity Pharmaceuticals, Inc. | Former Director | No related-party transactions disclosed . |
| Non-profits (Damon Runyon, SU2C, AACR) | Board/Committee roles | Non-profit roles; no ALKS related-party transactions disclosed . |
Expertise & Qualifications
- Deep scientific and medical credentials; oncology/hematology board certifications; extensive publication record and editorial board service .
- Senior biopharma development leadership across clinical, medical affairs, and R&D strategy; experience leading major collaborations (GE, AstraZeneca, Merck, BMS) .
- Academic leadership (UT Southwestern, UCLA) provides patient-centric lens and clinical rigor .
Equity Ownership
| Metric (as of Record Date: Mar 14, 2025) | Shares | Notes |
|---|---|---|
| Issued Ordinary Shares (owned) | 24,995 | Direct/indirect beneficial ownership |
| Ordinary Shares Issuable within 60 days | 140,039 | Options/awards exercisable/vesting by May 13, 2025 |
| Total Beneficial Ownership | 165,034 | <1% of outstanding shares |
| Outstanding RSUs (12/31/2024) | 8,013 | Unvested at year-end |
| Outstanding Options (12/31/2024) | 157,531 | Aggregate options outstanding |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | |
| Ownership Guidelines | Directors: 3× annual retainer; hedging/pledging prohibited |
Governance Assessment
- Independence and role: Independent director; Compensation Committee Chair; 100% independent committee; active cadence (9 meetings in 2024) indicates strong engagement .
- Compensation governance: Use of independent compensation consultants (Aon for 2024; Alpine since mid-2024) with no conflicts; committee controls executive and director pay structures; clawback and recoupment policies in place .
- Equity plan safeguards: No option repricing without shareholder approval; minimum 1-year vesting; double-trigger CIC for executives; director grants are time-based only—low risk of pay-for-performance misalignment at board level .
- Ownership alignment: Director stock ownership guidelines (3× retainer) and anti-hedging/pledging policy support alignment; Dr. Gaynor holds 165,034 shares beneficially (<1%) .
- Conflicts/related parties: No related-party transactions over $120,000 involving directors reported since Jan 1, 2024; quarterly related-party screening procedures overseen by Audit & Risk Committee .
- Attendance: All directors met ≥75% attendance threshold in 2024; independent sessions held regularly, supporting effective oversight .
- Shareholder signals: Prior say-on-pay approval ~98% (2024), and strong board support in 2024 AGM votes, indicating investor confidence in governance and pay practices .
RED FLAGS
- None disclosed for Dr. Gaynor: no related-party transactions; hedging/pledging prohibited; no option repricing; committee interlocks not present .
- Potential concentration of grant authority: Limited Compensation Sub-Committee (sole member Dr. Gaynor) can grant new-hire equity up to $550,000—mitigated by clear limits, monthly cadence, and reporting back to the Compensation Committee .
Notes on Director Compensation Structure
- Cash vs equity mix for non-employee directors: fixed cash retainers plus annual equity ($375,000 target; 50% RSUs/50% options) .
- Program governance: Annual review vs peer group; prohibition on perquisites; stock ownership guidelines; no hedging/pledging .
- Disclosure discipline: Detailed tabular reporting of director equity and cash compensation; accelerated vesting for death/disability since May 2024 .
Overall, Dr. Gaynor’s profile combines deep R&D expertise with rigorous governance participation as Compensation Committee Chair, with no disclosed conflicts and strong alignment mechanisms (ownership guidelines and anti-hedging) that support investor confidence in board effectiveness at ALKS .