George Abercrombie
BIOCRYST PHARMACEUTICALSAbout George B. Abercrombie
George B. Abercrombie, age 70 as of April 14, 2025, has served as an independent director of BioCryst Pharmaceuticals since October 2011. He is a former President & CEO of Hoffmann-La Roche Inc. (U.S. and Canada) and held senior commercial roles at Glaxo Wellcome and Merck; he holds a B.S. in Pharmacy from UNC Chapel Hill and an MBA from Harvard University. He is currently CEO of Abercrombie Advisors LLC, adjunct faculty at Duke’s Fuqua School of Business, and President of the North Carolina GlaxoSmithKline Foundation. The Board determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innoviva, Inc. | SVP & Chief Commercial Officer | 2014–2018 | Led commercial strategy for biopharma assets |
| Hoffmann-La Roche Inc. | President & CEO (U.S. & Canada); Member, Roche Pharmaceutical Executive Committee | 2001–2009 | Led operations, contributed to global pharma strategy |
| Glaxo Wellcome Inc. | VP & GM, Glaxo Pharmaceuticals; later SVP, U.S. Commercial Operations | 1993–late 1990s | U.S. commercial leadership |
| Merck & Co., Inc. | Sales, marketing, executive sales management, business development | >10 years (pre-1993) | Commercial and BD experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Duke University, Fuqua School of Business | Adjunct Professor | Current | Academic engagement |
| North Carolina GlaxoSmithKline Foundation | President of the Board | Current | Non-profit leadership |
| Duke Psychiatry & Behavioral Sciences Advisory Board | Inaugural member | Current | Advisory role |
| Abercrombie Advisors LLC | Chief Executive Officer | Current | Industry consulting |
Board Governance
- Committee memberships: Audit Committee member; Corporate Governance & Nominating Committee member. Audit met eight times in 2024; Corporate Governance & Nominating met four times. Chairs are Alan Levin (Audit) and Theresa Heggie (Corporate Governance).
- Independence: The Board determined 9 of 10 members, including Mr. Abercrombie, are independent (Nasdaq).
- Attendance: The Board held four meetings in 2024; each director attended at least 75% of Board and committee meetings of which they were a member. Executive sessions of non-management directors are held at every regularly scheduled Board meeting.
- Board leadership: Independent Chair (Nancy J. Hutson, Ph.D.) presides over meetings and executive sessions; CEO focuses on operations.
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Cash fees earned | $67,500 |
| Stock awards (RSUs fair value) | $42,966 |
| Option awards (fair value) | $227,500 |
| Total | $337,966 |
Director cash retainer structure (FY 2024):
| Role | Annual Cash Retainer |
|---|---|
| Base retainer (non-employee director) | $45,000 |
| Chair of the Board | $80,000 |
| Audit Committee member / chair | $10,000 / $20,000 |
| Compensation Committee member / chair | $7,500 / $15,000 |
| Commercialization Committee member / chair | $7,500 / $15,000 |
| Finance Committee member / chair | $7,500 / $15,000 |
| Science Committee member / chair | $7,500 / $15,000 |
| Corporate Governance & Nominating Committee member / chair | $5,000 / $10,000 |
Notes:
- Directors may elect to receive 50% or 100% of base Board cash retainer in Company shares, distributed quarterly.
- Mr. Abercrombie’s Audit and Corporate Governance memberships are consistent with his fees; specific committee fee mix is not itemized.
Performance Compensation
| Grant Type | Grant Date | Quantity | Vesting | Grant-date Fair Value |
|---|---|---|---|---|
| Annual RSU grant (continuing director) | June 12, 2024 | 6,820 shares | Vests on 12-month anniversary | $42,966 (at $6.30/share) |
| Annual stock option grant (continuing director) | June 12, 2024 | 49,933 options | Vests on 12-month anniversary; 10-year term | $227,500 (FASB ASC 718) |
Policy mechanics and protections:
- Director equity mix amended April 21, 2025 from 70% options/30% RSUs to 60% options/40% RSUs (initial/new director grants: $500,000; annual: $325,000), vesting as noted.
- Change of control: Double-trigger vesting if awards assumed (termination without cause/constructive termination within 90 days before or 2 years after); if not assumed, outstanding awards fully vest at change in control.
- Clawback: Awards under the Stock Incentive Plan are subject to Company clawback policy; Nasdaq Rule 10D-1 compliant.
- No gross-ups; no option repricing without shareholder approval; one-year minimum vesting (with limited 5% pool exception).
Performance metrics:
- No performance-based metrics are disclosed for director compensation; RSU and option grants are time-based for continuing directors.
Other Directorships & Interlocks
| Company/Organization | Role | Status |
|---|---|---|
| Fresh Tracks Therapeutics, Inc. (then Brickell Biotech, Inc.) | Director | Former |
| Inspire Pharmaceuticals, Inc. | Director | Former |
| Ziopharm Oncology, Inc. | Director | Former |
| Tranzyme Pharma Inc. (now Ocera Therapeutics, Inc.) | Director | Former |
| Aptus Health, Inc. | Director | Former |
| DemeRX IB, Inc. | Director | Former |
- No related-party transactions since Jan 1, 2024; Audit Committee pre-approves any related-party transactions.
Expertise & Qualifications
- Board’s skills matrix identifies Mr. Abercrombie with deep, hands-on experience in: Public company board experience; CEO experience; Strategic/transactional expertise; Investor/Wall Street experience.
Equity Ownership
| Item | Shares |
|---|---|
| Total beneficial ownership | 310,458 shares (includes derivatives as noted) |
| Options exercisable within 60 days | 274,027 shares |
| RSUs vesting within 60 days | 6,820 shares |
| % of shares outstanding | Less than 1% (“*”) |
Alignment policies:
- Stock ownership guidelines: Non-employee directors must hold at least 3x annual cash retainer; compliance measured annually. As of December 31, 2024, each Covered Individual was in compliance.
- Anti-hedging: Directors (and family members) prohibited from hedging Company stock; derivative transactions only if compliant with policy.
- Pledging: No pledging disclosures are provided; no pledging noted for Mr. Abercrombie.
Governance Assessment
- Board effectiveness: Independent director with CEO-level operating experience; serves on Audit and Corporate Governance & Nominating—committees central to controls, risk, succession, and governance. Attendance was at least 75% for all directors in 2024, supporting engagement.
- Compensation alignment: Director pay is modest in cash with equity grants vesting on time-based schedules; April 2025 shift to more RSUs (40%) slightly lowers volatility versus prior heavier option mix, improving alignment with long-term holders. Annual director compensation is capped by plan ($750,000), indicating governance restraint.
- Ownership/skin-in-the-game: Beneficial ownership includes significant exercisable options and RSUs; satisfies 3x retainer guideline, bolstering alignment. Anti-hedging policy reduces misalignment risk.
- Conflicts/related party: None disclosed for 2024–2025; Audit Committee monitors and pre-approves any related-party transactions.
- Shareholder signals: 2024 say-on-pay received >95% approval, indicating broad investor support for compensation practices, a positive governance signal.
- Process discipline: The Company disclosed prior miscalculated excess RSU grants (June 2022 and June 2023) and amended policy to correct by reducing 2024 grants—an administrative control lapse but remediated; monitor for compensation administration rigor.
- Company-level watchpoint: CFO resignation effective April 9, 2025 warrants ongoing oversight by Audit Committee; not director-specific but relevant to financial governance continuity.
Overall, Abercrombie’s deep commercial/CEO background, independence, core committee roles, and policy-constrained, equity-linked director compensation support investor confidence. The prior RSU miscalculation was addressed; continued focus on compensation administration controls remains prudent.