Barbara Duncan
About Barbara Duncan
Barbara Duncan (age 60) is an independent director of Atea Pharmaceuticals (AVIR) since 2020, serving as Chair of the Audit Committee and a member of the Nominating & Corporate Governance (NCG) Committee. She holds a BBA from Louisiana State University and an MBA from The Wharton School (University of Pennsylvania). Her core credentials are in finance, audit, capital markets, and executive leadership at biopharma companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercept Pharmaceuticals, Inc. | CFO & Treasurer | 2009–2016 | Raised ~$1.5B via private/public financings including IPO and follow-ons; collaborated on strategic/operational plans. |
| DOV Pharmaceuticals, Inc. | CEO | 2007–2009 | Led sale of company to Euthymics Biosciences. |
| DOV Pharmaceuticals, Inc. | CFO | 2001–2007 | Executed IPO, private placements, convertible debt; raised ~$175M. |
| Deloitte & Touche | Senior Accountant | 1986–1989 | Early audit experience. |
| PepsiCo, Inc. | International Auditor | 1989–1992 | Global audit exposure. |
| Lehman Brothers Inc. | VP, Corporate Finance | 1998–2001 | Capital markets experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OVID Therapeutics Inc. (OVID) | Director | 2017–present | Public biopharma. |
| Halozyme, Inc. (HALO) | Director | 2023–present | Public biopharma. |
| Fusion Pharmaceuticals, Inc. (FUSN) | Director | 2020–2024 | Public biopharma; tenure ended 2024. |
| Jounce Therapeutics, Inc. (JNCE) | Director | 2016–2023 | Public biopharma; tenure ended 2023. |
| Adaptimmune, plc (ADAP) | Director | 2016–2023 | Public biopharma; tenure ended 2023. |
| ObsEva plc (OBSEF) | Director | 2016–2021 | OTC biopharma; tenure ended 2021. |
| Immunomedics, Inc. (IMMU) | Director | 2019–2020 | Public biopharma; tenure ended 2020. |
Board Governance
- Committee assignments: Audit Committee Chair and NCG Committee member; designated “audit committee financial expert.” Audit met five times in 2024; Audit responsibilities include auditor oversight, financial reporting, risk (financial/cyber), and review/approval of related person transactions.
- Independence: Board determined Barbara Duncan is independent under Nasdaq rules; Board had five meetings in 2024 and each director attended at least 75% of aggregate board and committee meetings; all directors at the time attended the 2024 annual meeting.
- Board structure: Classified board with staggered three-year terms; 7 of 8 directors are independent and independent directors regularly meet in executive sessions; Lead Independent Director is Franklin Berger.
- Audit Committee report: Recommended inclusion of audited FY2024 financials in the 10-K; signed by Barbara Duncan (Chair) and Franklin Berger.
- Auditor fees: KPMG fees were $658,500 (2024) and $632,900 (2023); all services pre-approved by the Audit Committee.
Fixed Compensation (Director)
| Component | 2024 Amounts (Barbara Duncan) | Notes |
|---|---|---|
| Fees earned or paid in cash | $67,708 | 2024 director cash fees. |
| RSU grant (6/21/2024) | 29,600 shares; grant date fair value $101,824 | RSUs vest at next annual meeting or first anniversary. |
| Stock options (6/21/2024) | 41,200 options; grant date fair value $92,490; exercise price $3.44 | Options vest monthly over 12 months. |
| Total 2024 director compensation | $262,022 | Sum of cash + RSU + option values. |
Director compensation program changes (effective 6/20/2024):
- Annual Retainer increased from $40,000 to $45,000; Audit Chair fee $20,000; NCG member fee $5,000; annual option award set at 41,200 shares; annual RSU set at 29,600 shares.
Performance Compensation
- No performance-based cash bonuses or PSU metrics apply to non-employee directors; director equity awards (RSUs/options) are time-based with change-of-control full acceleration immediately prior to a change in control.
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging company stock or holding shares in margin accounts.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| OVID Therapeutics Inc. | Director | No related-party transactions disclosed at Atea; Audit Committee reviews any such items. |
| Halozyme, Inc. | Director | Same as above. |
| Fusion Pharmaceuticals, Inc. | Director (ended 2024) | Same as above. |
| Jounce Therapeutics, Inc. | Director (ended 2023) | Same as above. |
| Adaptimmune, plc | Director (ended 2023) | Same as above. |
| ObsEva plc | Director (ended 2021) | Same as above. |
| Immunomedics, Inc. | Director (ended 2020) | Same as above. |
Expertise & Qualifications
- Finance & Audit; M&A/Strategic Investments; Senior Executive leadership; Corporate Governance.
- Biopharma sector knowledge across liver disease and CNS therapeutics from executive roles.
Equity Ownership
| Holder | Common Shares | RSUs (vest within 60 days of 4/22/2025) | Options exercisable within 60 days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Barbara Duncan | 33,150 | 29,600 | 263,239 | 325,989 | Less than 1% (*) |
Notes:
- Ownership computed per SEC rules including options/RSUs exercisable or vesting within 60 days of the record date; anti-hedging/anti-pledging policy applies.
Governance Assessment
- Strengths:
- Independent Audit Chair and designated financial expert; robust audit responsibilities including related-party oversight and cyber risk; signed 2024 Audit Committee report.
- High engagement: Board met five times; attendance ≥75% for all directors; independent directors hold executive sessions; majority-independent board with Lead Independent Director.
- Transparent director pay program with market review by independent consultant (Aon); clear equity/fee structure; prohibition on hedging/pledging.
- Stockholder support signals: 2025 say-on-pay received 46,450,302 FOR vs. 12,107,029 AGAINST (642,340 abstain; 15,781,736 broker non-vote).
- Watch items:
- Classified board structure may reduce flexibility in board refresh and investor influence in near term.
- Change-in-control acceleration for director equity could be perceived as less stringent alignment in transactional scenarios; monitor use and disclosure.
- Multiple external directorships imply meaningful time commitments; no Atea-related party transactions disclosed, but interlocks should continue to be monitored via Audit Committee processes.
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, or legal proceedings in the proxy; company maintains clawback policy for executives (cash and equity) on restatements.
Insider trades: We attempted to retrieve Form 4 data for Barbara Duncan during 2024–2025, but the insider-trades service returned an access error; thus, recent trading patterns could not be incorporated. (Tool access error)
Appendix: Committee Activity Snapshot (2024)
- Audit Committee (Chair: Barbara Duncan): 5 meetings; responsibilities include auditor oversight, financial disclosure review, related-party transaction approvals, and cybersecurity risk oversight.
- NCG Committee: 1 meeting; responsibilities include director nominations, governance principles, board leadership review, and board self-evaluation.