Machelle Sanders
BIOCRYST PHARMACEUTICALSAbout A. Machelle Sanders
A. Machelle Sanders, 61, has served as an independent director of BioCryst since February 2022, with her current term expiring at the 2027 annual meeting . She was North Carolina Secretary of Commerce (Feb 2021–Jan 2025) and previously Secretary of the NC Department of Administration (Jan 2017–Feb 2021), following 30+ years in pharma/biotech operations and quality roles at Biogen, Purdue Pharma, and AkzoNobel; she holds a B.S. in biochemistry (NC State) and an MHA (Pfeiffer University) . The Board identifies her deep hands-on manufacturing expertise in its director competency matrix . The Board determined Sanders is independent under Nasdaq rules; executive sessions occur at every regularly scheduled Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of North Carolina | Secretary of Commerce | Feb 2021 – Jan 2025 | Led statewide economic policy; public sector governance experience |
| State of North Carolina | Secretary, Department of Administration | Jan 2017 – Feb 2021 | Administrative leadership; compliance oversight |
| Biogen, Inc. | VP, Multiple Sclerosis Franchise Product Operations | Most recent industry role | Led product operations for MS franchise; manufacturing and operational leadership |
| Biogen, Inc. | VP of Manufacturing & General Manager (largest global manufacturing operation) | Prior role | P&L and quality accountability in high-scale biopharma manufacturing |
| Purdue Pharmaceuticals; AkzoNobel N.V. | Quality and manufacturing responsibilities | Earlier career | Quality assurance and operations background |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Fortrea Holdings Inc. | Director | Since May 2024 | Publicly traded global CRO; adds industry adjacency to BioCryst |
| Novan, Inc. | Director (prior) | Until Apr 2024 | Prior board service ended April 2024 |
| Radius Health, Inc. | Director (prior) | Resigned Aug 2022 | Resigned following acquisition by a healthcare fund |
Board Governance
- Independence: Independent director under Nasdaq; Board has nine independent of ten current members including Sanders .
- Committees: Member, Compensation Committee (Chair: Dr. Hutson); Compensation Committee met five times in 2024 . Not a member of Audit Committee (Chair: Alan Levin) or Corporate Governance & Nominating Committee (Chair: Theresa Heggie) .
- Attendance: Board held four meetings in 2024; each member attended at least 75% of Board and relevant committee meetings .
- Executive sessions: Held at every regularly scheduled Board meeting .
- Skills matrix: Board highlights Sanders’ manufacturing expertise and public company board experience .
Fixed Compensation
| Year | Cash Fees (Annual Retainer & Committee) | Notes |
|---|---|---|
| 2024 | $60,000 | Director fees earned; no meeting fees; Committee meetings not separately paid under policy |
| Policy reference (2023) | Base annual retainer $45,000; Chair $80,000; Committee member/Chair retainers: Audit $10k/$20k, Compensation $7.5k/$15k, Commercialization $7.5k/$15k, Finance $7.5k/$15k, Science $7.5k/$15k, Corporate Governance & Nominating $5k/$10k | Director Compensation Policy; elections to take retainer in stock permitted |
Performance Compensation
| Component | 2024 Grant | Vesting/Terms | Valuation |
|---|---|---|---|
| RSUs | 6,820 shares granted at the 2024 annual meeting | Vest on the 12-month anniversary of grant date | $42,966 grant-date fair value; valued at $6.30 closing price on June 12, 2024 |
| Stock Options | 49,933 options granted at the 2024 annual meeting | Vest on the 12-month anniversary of grant date; outstanding options remain per plan terms | $227,500 grant-date fair value (ASC 718) |
| Director Grant Program Terms | For directors generally: exercise price ≥ fair market value on grant date; option term ≤ 10 years | Initial grants for new directors: 70% options/30% RSUs, three-year vesting; annual grants: 12-month vesting | Aggregate director annual comp cap: $750,000; $1,000,000 for first-year directors |
Performance metrics tied to director pay: None disclosed; BioCryst’s annual director equity grants are time-based (RSUs/options vesting schedules as above) rather than performance-conditioned .
Other Directorships & Interlocks
- Current public company board: Fortrea Holdings Inc. (since May 2024) .
- Prior public company boards: Novan, Inc. (until Apr 2024); Radius Health, Inc. (resigned Aug 2022) .
- Compensation Committee interlocks: None; no interlocking relationships between BioCryst’s Board/Compensation Committee and other companies .
Expertise & Qualifications
- Education: B.S. in Biochemistry (NC State); MHA (Pfeiffer University) .
- Core expertise: Manufacturing operations, product operations leadership, and quality assurance in biopharma; identified in Board’s competency matrix .
- Regulatory/public-sector leadership: Former NC Secretary roles contribute policy, governance, and stakeholder engagement capabilities .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 173,436 shares; less than 1% of class |
| Components included | 145,694 options exercisable as of Apr 14, 2025 or within 60 days; 6,820 RSUs vesting within 60 days |
| Options outstanding (Dec 31, 2024) | 145,694 options outstanding |
| Ownership guidelines | Non-employee directors must hold ≥ 3x annual cash retainer; compliance reviewed annually; all covered individuals were in compliance as of Dec 31, 2024 |
Governance Assessment
-
Strengths and signals of effectiveness
- Independent director with manufacturing and operations depth; aligns with BioCryst’s commercialization and supply-chain needs .
- Active member of the Compensation Committee overseeing executive pay, stock ownership guidelines, and clawback administration; five meetings in 2024 indicates engagement .
- Solid attendance (≥75%) and Board practice of executive sessions at each regular meeting support robust oversight .
- Ownership alignment: In compliance with stock ownership guidelines; maintains equity exposure through RSUs/options .
- No related-party transactions requiring disclosure; Audit Committee pre-approves any such transactions, reducing conflict risk .
- No compensation committee interlocks; lowers risk of external influence on pay decisions .
-
Potential conflicts/overhang
- External role at Fortrea (CRO) introduces industry adjacency; while no related-party transactions were disclosed, CRO relationships can create perceived conflicts if BioCryst were to engage Fortrea—monitor future disclosures for vendor relationships .
- Equity compensation is time-based rather than performance-based; while common for directors, it offers limited performance tethering relative to PSU structures .
-
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, legal proceedings, or director interlocks for Sanders in the latest proxy .
- Note: Continue monitoring Form 4 filings and future proxies for any hedging/pledging, tax gross-ups, or equity award modifications.
Board Governance Details (Reference)
- Committee memberships:
- Compensation Committee: Member (Chair: Nancy Hutson); independent; five meetings in 2024 .
- Audit Committee: Not a member (members: Levin, Abercrombie, Heggie, Milano); eight meetings in 2024 .
- Corporate Governance & Nominating Committee: Not a member (members: Heggie, Hutson, McKee, Abercrombie); four meetings in 2024 .
Fixed Compensation (Detail Table – 2024 Director Compensation)
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| A. Machelle Sanders | 60,000 | 42,966 | 227,500 | 330,466 |
RSU grant: 6,820 shares; grant-date price $6.30 (June 12, 2024) .
Annual option grant: 49,933 shares; options vest at 12 months .
Performance Compensation (Metric Table – Directors)
| Metric | Structure | Target/Terms | 2024 Grant Data |
|---|---|---|---|
| RSU vesting | Time-based | Vest 12 months post grant | 6,820 shares; $42,966 fair value |
| Option vesting | Time-based | Vest 12 months post grant; term ≤10 years; strike ≥ FMV at grant | 49,933 options; $227,500 fair value |
| Performance metrics | Not applicable | No director PSU/TSR metrics disclosed | N/A |
Other Directorships & Interlocks (Table)
| Director | Current Public Boards | Prior Boards | Interlocks |
|---|---|---|---|
| A. Machelle Sanders | Fortrea Holdings Inc. (Director since May 2024) | Novan, Inc. (until Apr 2024); Radius Health, Inc. (resigned Aug 2022) | No compensation committee interlocks disclosed |
Equity Ownership (Breakdown)
| Item | Shares |
|---|---|
| Beneficially owned (Apr 14, 2025) | 173,436 |
| Options exercisable within 60 days | 145,694 |
| RSUs vesting within 60 days | 6,820 |
| Percent of class | <1% |
Governance Quality and Risk Considerations
- The Compensation Committee oversight includes stock ownership guideline compliance and clawback administration, indicating attention to pay-for-performance and risk mitigation in executive compensation .
- Audit Committee controls over related-party transactions and cybersecurity oversight reduce governance risk; Sanders’ absence from Audit is balanced by her manufacturing expertise and Compensation role .
- Stock ownership guidelines require directors to hold ≥3x annual cash retainer, with full compliance as of Dec 31, 2024, supporting alignment with shareholders .
- No related-party transactions, legal issues, or interlocks disclosed for Sanders in 2024–2025 proxy—favorable signal for investor confidence .