Brian J. Druker
Director at AMGN
Board
About Brian J. Druker
Brian J. Druker, M.D., age 69, has served on Amgen’s Board since 2018 and is an independent director. A renowned physician-scientist and oncology leader, he directed the OHSU Knight Cancer Institute (2007–2024), is a professor of medicine at OHSU (since 1993), and holds the JELD‑WEN Chair of Leukemia Research (since 2001). He is elected to the National Academy of Medicine (2007) and National Academy of Sciences (2012), and has received the Lasker‑DeBakey Clinical Research Award (2009), Japan Prize (2012), Albany Medical Center Prize (2013), and Sjöberg Prize (2019). He earned both his undergraduate degree and medical doctorate from UC San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OHSU Knight Cancer Institute | Director | 2007–2024 | Led major oncology programs and patient care |
| Oregon Health & Science University | Physician-scientist; Professor of Medicine | 1993–present | Academic leadership and research |
| OHSU School of Medicine | Associate Dean for Oncology | 2010–2024 | Oncology program oversight |
| OHSU | JELD‑WEN Chair of Leukemia Research | 2001–present | Leukemia research leadership |
| Howard Hughes Medical Institute | Investigator | 2002–2019 | High-impact biomedical research |
| MolecularMD (acquired by ICON plc) | Founder | Founded 2006; acquired 2019 | Molecular diagnostics innovation |
| Blueprint Medicines Corporation | Founder; Scientific Advisor | Founded 2011; Advisor current | Targeted oncology R&D |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vincerx Pharma, Inc. | Director | Dec 2020–present | Nominating & Corporate Governance Committee |
| Aptose Biosciences Inc. | Scientific Advisory Board Member | 2013–present | Oncology science advisory |
| GRAIL, Inc. | Consultant; Scientific Advisory Board Member | Consultant since 2021; SAB 2016–2019 | Early cancer detection advisory |
| Burroughs Wellcome Fund | Director | 2018–present | Supports scientific research and education |
Board Governance
- Committee assignments: Compensation & Management Development Committee member; Corporate Responsibility & Compliance (Compliance) Committee member .
- Independence: Board determined Druker was independent in 2024 under NASDAQ and SEC standards; Mr. Bradway is the only non-independent director .
- Engagement/attendance: In 2024, the Board held 6 meetings; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Committee activity: Compensation Committee met 6 times; Compliance Committee met 5 times in 2024 .
- Governance controls: Pre-approval required for directors’ outside relationships; active management of conflicts with mandatory recusal; annual review of director commitment levels; limit of ≤5 public boards per director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (standard structure) | $115,000 | Board-set director compensation schedule |
| Committee Member Meeting Retainer | $12,500 | Applies to committee service (non-chair) |
| Fees Earned or Paid in Cash (Druker, 2024) | $140,000 | Total cash fees for 2024 |
| All Other Compensation (Druker, 2024) | $12,535 | See breakdown below |
All Other Compensation breakdown (2024):
- Matching charitable contributions: $12,000
- Personal use of aircraft tax gross-up: $371
- Company-branded items: $115; associated tax gross-up: $49
Director compensation program features:
- Lead Independent Director retainer: $50,000; Audit Chair: $30,000; other committee chairs: $20,000 (Druker is not a chair) .
- Directors may be reimbursed for travel and receive tax gross-ups for imputed income on certain perquisites (e.g., aircraft, guests on business travel) .
Performance Compensation
| Equity Instrument | 2024 Grant | Terms |
|---|---|---|
| Annual RSU grant | 719 RSUs | Granted May 31, 2024; grant-date fair value $219,906 at $305.85/share; vests immediately |
| Stock awards (Druker total, 2024) | $219,906 | Annual RSU grant value |
- Directors can elect to receive deferred vested RSUs in lieu of up to 100% of cash compensation; in 2024, such elections were made by Drs. Drake and Ishrak and Mr. Holley, not by Druker .
- Director equity awards have no performance metrics; they are time-based RSUs that vest upon grant, with optional deferral of share receipt and dividend equivalents accruing during deferral .
Other Directorships & Interlocks
| Company | Relationship to AMGN | Potential Interlock/Conflict Consideration |
|---|---|---|
| Vincerx Pharma, Inc. | Biopharma (external board) | Sector adjacency; Board policy requires pre-approval of outside relationships and recusal when conflicts arise |
| Aptose Biosciences; Blueprint Medicines; GRAIL | External advisory/consulting roles | Information flow risk mitigated by Board conflict policies and independence review; Board affirmed independence for 2024 |
- Independence review considered transactions with academic/non-profit institutions and entities with which Amgen has business; the Board found no material interests and affirmed independence of all non-employee directors in 2024 .
- No related-party transactions involving Druker are disclosed in the proxy .
Expertise & Qualifications
- Oncology and translational science leadership (OHSU Knight Cancer Institute Director; physician-scientist) .
- Recognized scientific impact with top-tier awards (Lasker 2009; Japan Prize 2012; Albany Prize 2013; Sjöberg 2019) .
- National Academy memberships (NAM 2007; NAS 2012) .
- Board and advisory experience in biopharma and diagnostics (Vincerx, GRAIL, Aptose, Blueprint) .
Equity Ownership
| Measure | Value | Date/Notes |
|---|---|---|
| Beneficially owned shares | 2,147 | As of March 24, 2025; less than 1% of shares outstanding |
| Shares acquirable within 60 days | 0 | As of March 24, 2025 (no RSUs/options within 60 days) |
| Deferred RSUs + dividend equivalents (outstanding) | 5,925 | As of Dec 31, 2024 (vested/deferred units) |
| RSUs excluded due to deferral (ownership table) | 4,613 | Excluded from “within 60 days” count; as of March 24, 2025 |
| Stock ownership guidelines (directors) | 5× annual cash retainer ($575,000) | Deferred vested RSUs count toward guideline; all directors with compliance dates on or before Dec 31, 2024 met guidelines |
| Hedging/pledging policy | Prohibited | Insider Trading Policy prohibits hedging and pledging (with limited exception for cashless option exercise margin use) |
Governance Assessment
- Strengths: Independent status; active roles on Compensation and Compliance committees; Board-wide strong governance practices (executive sessions, conflict pre-approval, annual evaluations); robust director stock ownership guidelines that include deferred RSUs; 2024 attendance threshold met; broad oncology/science expertise enhances Board oversight in R&D risk and compliance domains .
- Alignment: Ongoing accumulation of deferred RSUs and adherence to ownership guideline framework support long-term alignment; director RSUs are immediately vested but may be deferred, with dividend equivalents accruing, encouraging holding .
- RED FLAGS: Company provides tax gross-ups to directors on certain perquisites (e.g., aircraft and guest travel), which is often viewed unfavorably by some investors despite limited amounts for Druker ($371 aircraft-related gross-up; $49 other) .
- Potential conflicts: External roles across biopharma (Vincerx, Aptose, GRAIL, Blueprint) create theoretical information-flow risks; mitigated by Amgen’s pre-approval and recusal requirements and the Board’s 2024 independence determinations .
- Shareholder signals: Positive 2024 say‑on‑pay outcome and ongoing investor engagement (approx. 51% of outstanding shares engaged since the last annual meeting) indicate constructive governance dialogue; these are broad signals for the Board, not director-specific .
Overall, Druker’s scientific depth and independence, coupled with active committee service, are positives for Amgen’s board effectiveness. Investors should monitor perquisite practices (tax gross-ups) and any evolving external biopharma commitments for potential perception risks; current governance controls and independence reviews appear robust .