Tyler Jacks
About Tyler Jacks
Independent director at Amgen since 2012 (age 64). David H. Koch Professor of Biology at MIT (since 2007), founding director of the Koch Institute for Integrative Cancer Research (director 2007–2021), and President/Director of Break Through Cancer (since 2021). Education: Harvard University (undergraduate); University of California, San Francisco (PhD). Recognitions include election to the National Academy of Sciences and National Academy of Medicine; extensive scientific leadership in oncology and translational research .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT Koch Institute for Integrative Cancer Research | Founding Director | 2007–2021 | Built interdisciplinary cancer research model integrating biology and engineering |
| Massachusetts Institute of Technology | David H. Koch Professor of Biology | 2007–present | Scientific leadership; oncology genetics; technology-enabled cancer research |
| Break Through Cancer | President and Director | 2021–present | Leads multi-institutional consortia across five leading cancer centers |
| National Cancer Advisory Board | Chair (member since 2011) | Chair until 2016 | Guided national cancer program; advised Cancer Moonshot working group (co-Chair) |
| MIT Center for Cancer Research | Director | 2001–2007 | Directed foundational cancer research programs |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Thermo Fisher Scientific, Inc. (public) | Director | 2009–present | Chair, Science & Technology Committee; member, Strategy & Finance Committee; scientific advisory board |
| Dragonfly Therapeutics (private) | Founder; Chair, Scientific Advisory Board | 2015–present | Scientific oversight |
| T2 Biosystems (public) | Co-founder; Scientific Advisory Board member | 2006–2013 | Scientific advisory contributor |
| SQZ Biotechnologies (public) | Scientific Advisory Board member | 2015–2023 | Scientific advisory contributor |
| Aveo Pharmaceuticals (public) | Scientific Advisory Board member | 2001–2013 | Scientific advisory contributor |
| Harvard University Board of Overseers | Vice Chair, Executive Committee | Since Sept 2024 | Governance oversight |
Board Governance
- Committee assignments: Compensation and Management Development Committee (member); Corporate Responsibility and Compliance Committee (member). Not a chair. Director since 2012; independent; age 64 .
- Independence: Board determined all non-employee directors, including Tyler Jacks, were independent for 2024 under NASDAQ and SEC rules .
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Compensation Committee (6 meetings in 2024); Compliance Committee (5 meetings in 2024) .
- Governance practices: Regular executive sessions of independent directors; robust lead independent director role (Robert A. Eckert); significant stock ownership requirements for directors; prohibition on hedging/pledging; active conflict vetting for outside relationships .
Fixed Compensation
| Item (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees earned | 140,000 | Base director retainer and committee member/meeting fees per roles |
| Stock awards (RSUs grant-date value) | 219,906 | Annual grant of 719 RSUs vesting immediately; directors may elect deferral |
| All other compensation | 158 | Includes $115 in Company-branded items and $43 tax gross-ups for minor imputed income |
| Total | 360,064 | — |
Standard non-employee director compensation (2024 schedule): $115,000 annual cash retainer; $220,000 annual RSUs; $50,000 lead independent director retainer; $30,000 Audit Chair; $20,000 other committee chairs; $12,500 committee member meeting retainer .
Performance Compensation
Directors do not receive performance-based equity or cash incentives; annual equity is time-based RSUs (immediately vested with optional deferral). Provisions prohibit dividends on unvested equity and hedging/pledging; director equity can be deferred with dividend equivalents only upon distribution .
Other Directorships & Interlocks
| Company | Relationship to Amgen | Potential Interlock Commentary |
|---|---|---|
| Thermo Fisher Scientific, Inc. | Supplier to biopharma industry (general sector context) | Governance Committee annually evaluates commitment levels and potential conflicts; Board pre-approves outside relationships and recusal required where appropriate. Jacks deemed independent; no material related-party transactions flagged in proxy . |
Amgen’s related-party policy requires Audit Committee approval for covered transactions; the Board’s independence review included academic and institutional relationships (including license agreements acquired via Horizon) and concluded no director had a material interest; directors must pre-clear outside relationships and recuse as needed .
Expertise & Qualifications
- Deep oncology and translational research expertise; leadership of large, complex scientific organizations; extensive advisory roles to public companies and national initiatives (Cancer Moonshot) .
- Board competencies align with Amgen’s science/technology and regulatory/compliance needs across pipeline and manufacturing oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total common shares beneficially owned | 3,446 (less than 1% of outstanding) |
| Shares acquirable within 60 days (options/RSUs) | 0 included; deferred RSUs excluded from 60-day calculation |
| Deferred vested RSUs outstanding | 12,844 units as of Dec 31, 2024 |
| Director stock ownership guideline | 5× annual cash retainer ($575,000) |
| Guideline compliance status | All directors with compliance dates on or before Dec 31, 2024 met guidelines |
| Hedging/pledging policy | Prohibited for directors (no margin purchases/pledges; no derivatives) |
Governance Assessment
- Strengths: Highly qualified scientific leader; long tenure provides continuity; independent with no disclosed material related-party interests; active on Compensation and Compliance committees overseeing human capital and non-financial compliance risks; strong ownership alignment framework (5× retainer guideline; hedging/pledging prohibitions) .
- Engagement: Board maintained robust investor outreach; 2024 say-on-pay support at 93% underscores shareholder confidence in governance/compensation approach .
- Potential risks/monitoring: External public board at Thermo Fisher (industry supplier) warrants routine conflict assessments; Amgen’s governance processes (annual commitment review; pre-approval of outside relationships; recusal requirements) mitigate risk, and independence was affirmed for 2024 .
- Attendance/efficiency: Board/committee cadence (6 Board, 6 Compensation, 5 Compliance meetings in 2024) and required attendance thresholds met; executive sessions and lead independent director oversight reinforce board effectiveness .