Nancy Hutson
BIOCRYST PHARMACEUTICALSAbout Nancy J. Hutson, Ph.D.
Independent director and Chair of the Board at BioCryst Pharmaceuticals (BCRX). Age 75; director since 2012; elected Chair in March 2023. Ph.D. in physiology (Vanderbilt) and B.A. (Illinois Wesleyan). 25-year Pfizer tenure culminating as SVP Global R&D and site director of Groton/New London Laboratories; extensive R&D leadership in biopharma.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer, Inc. | SVP, Global R&D; Director, Groton/New London Labs | ~25 years; retired 2006 | Led large R&D operations; deep industry/R&D experience |
| BioCryst Pharmaceuticals | Director; Chair of the Board | Director since 2012; Chair since Mar-2023 | Board leadership; liaison between management and Board |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Clearside Biomedical, Inc. | Director | Current | Public biopharma board service |
| Hatteras Venture Partners | Scientific Advisory Board Member | Current | Venture advisory in life sciences |
| Endo International plc | Director | Prior | Public company board; pharma |
| Inspire Pharmaceuticals, Inc. | Director | Prior | Public company board |
| Cubist Pharmaceuticals, Inc. | Director | Prior | Public company board |
| PhaseBio Pharmaceuticals, Inc. | Director | Prior | Public company board |
Board Governance
- Independence: Board determined Dr. Hutson is independent under Nasdaq rules (9 of 10 directors independent).
- Roles/Committees: Chair of the Board; Chair of Compensation Committee; Member, Corporate Governance & Nominating Committee.
- Leadership structure: Independent Chair presides over Board and executive sessions; executive sessions held at every regularly scheduled Board meeting.
- Attendance/Engagement: Board met 4 times in 2024; each member attended ≥75% of Board and committee meetings; Chair attended the 2024 annual meeting in person.
- Term limits: Board waived non-management director term limits to allow Dr. Hutson an additional three-year term due to qualifications and contributions (she abstained from votes/discussions).
- Stock ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer; compliance for all covered individuals as of 12/31/2024.
- Compensation committee governance: Members are independent and non-employee; no interlocks or Item 404 relationships in 2024; uses Aon as independent compensation consultant.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Total cash fees (2024) | 107,500 | Disclosed in 2024 director compensation table |
| Annual Chair retainer | 80,000 | Director Compensation Policy (2024 schedule) |
Committee retainer schedule (context): Audit Chair $20,000; Compensation Chair $15,000; Corporate Governance & Nominating Chair $10,000; member retainers lower as disclosed.
Performance Compensation
| Equity Award | Grant Date | Quantity (#) | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSUs | 2024 annual meeting (Jun 12, 2024) | 6,820 | 42,966 | 12-month | RSUs valued at $6.30 closing price on grant date |
| Annual Stock Options | 2024 annual meeting (Jun 12, 2024) | 49,933 | 227,500 | 12-month | Exercise price set at FMV on grant date per policy; options valued per ASC 718 |
- Director equity mix under policy: prior to Apr 21, 2025 grants payable 70% options/30% RSUs; amended to 60% options/40% RSUs thereafter.
- Plan features: minimum 1-year vesting (limited exceptions), no dividends on unvested awards, clawback applies, no gross-ups, no repricing without shareholder approval, double-trigger vesting upon change of control if assumed; full vesting if not assumed.
Other Directorships & Interlocks
| Company | Type | Shared ties with BCRX ecosystem | Notes |
|---|---|---|---|
| Clearside Biomedical, Inc. | Public | None disclosed | Current board service |
| Prior boards (Endo, Inspire, Cubist, PhaseBio) | Public | None disclosed | Historical board service |
Related-party transactions: None requiring disclosure since Jan 1, 2024; Audit Committee pre-approves related-party transactions.
Expertise & Qualifications
- Deep pharmaceutical R&D leadership including SVP Global R&D at Pfizer and site direction of a major R&D facility; strong pre-clinical and development background.
- Board experience across multiple public biopharma companies; current service on Clearside Biomedical and life sciences venture advisory.
- Skills matrix recognition for pharmaceutical R&D and early/late stage clinical development expertise.
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 330,665 | As of Apr 14, 2025; under 1% of class (*) |
| Options exercisable (≤60 days) | 244,027 | Included in beneficial ownership footnote (10) |
| RSUs vesting (≤60 days) | 6,820 | Included in beneficial ownership footnote (10) |
| Ownership % of shares outstanding | <1% | Asterisk denotes less than one percent |
Governance Assessment
- Strengths: Independent Chair with seasoned pharma R&D expertise; executive sessions every meeting; robust stock ownership guidelines with confirmed compliance; independent Compensation Committee using an external consultant; no related-party transactions disclosed; say-on-pay support >95% in 2024.
- Alignment: Director equity grants (RSUs/options) and ability to elect stock in lieu of cash; plan includes clawback provisions and prohibits hedging.
- RED FLAGS/Watch items: Board’s waiver of term limits for Dr. Hutson to extend tenure (potential entrenchment signal, though justified by expertise); elevated company-wide equity overhang noted in plan discussion (broader compensation context).
- Overall: Governance practices (independence, committee structure, ownership guidelines, anti-hedging, clawback) support investor confidence; continued monitoring of director tenure policies and equity usage advisable.