Steve Frank
BIOCRYST PHARMACEUTICALSAbout Steve Frank
Steve Frank was appointed as a non-employee director of BioCryst Pharmaceuticals (BCRX), effective May 2, 2025; his initial term runs to the 2027 annual meeting of stockholders . He is Chairman of Global Healthcare Investment Banking at J.P. Morgan, previously Global Group Head of Healthcare Investment Banking at Bear Stearns (acquired by J.P. Morgan in 2008), and earlier directed State Farm’s multi‑billion-dollar life sciences equity portfolio; he is a CFA charterholder with a B.S. from Illinois State University and an MBA from the University of Chicago . The company disclosed that Mr. Frank has no direct or indirect interest in transactions requiring Item 404(a) related-party disclosure, and there were no arrangements or understandings pursuant to which he was selected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Chairman, Global Healthcare Investment Banking | Not disclosed | Led healthcare IB franchise; strategic/financing expertise |
| Bear Stearns | Global Group Head, Worldwide Healthcare Investment Banking | Not disclosed (prior to 2008 acquisition) | Led global healthcare IB; transitioned post-acquisition to J.P. Morgan |
| State Farm | Directed life sciences equity portfolio; institutional investor | 1980s–early 1990s (as described) | Built multi‑billion life sciences equity portfolio; CFA maintained |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Precigen | Director | Current (as of May 2025) | Public company directorship |
Board Governance
- Appointment and term: Board expanded from 10 to 11 members; Steve Frank elected effective May 2, 2025, with initial term expiring at the 2027 annual meeting .
- Committees: The company stated Mr. Frank “will not initially serve on any committees of the Board” .
- Independence/related-party: Company disclosed no transactions requiring Item 404(a) related-party disclosure for Mr. Frank . Audit Committee pre-approves all related-party transactions by charter .
- Board leadership and practices: Chair presides over executive sessions at every regularly scheduled Board meeting . Majority of directors were independent at the time of the 2025 proxy (nine of ten members) .
- Stock ownership guidelines and term limits: Non-employee directors must hold at least 3x annual cash retainer within five years; compliance is assessed annually (all covered individuals were in compliance as of 12/31/2024) . Non-management director term limits exist (four full three-year terms, waivable by the Board) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Paid quarterly in arrears; $80,000 for Chair |
| Audit Committee member retainer | $10,000 | Chair retainer $20,000 |
| Compensation Committee member retainer | $7,500 | Chair retainer $15,000 |
| Corporate Governance & Nominating member retainer | $5,000 | Chair retainer $10,000 |
| Finance/Science/Commercialization committee member retainer | $7,500 | Chair retainer $15,000 |
| Meeting fees | None | No separate meeting fees |
| Election to receive stock in lieu of cash | Optional | Directors may elect 50% or 100% of base retainer in stock, valued quarterly |
| Annual director compensation cap | $750,000 | Includes cash + equity; $1,000,000 cap for first-year initial grants |
Performance Compensation
| Equity Award | Value/Mix | Vesting | Notes |
|---|---|---|---|
| Initial director grant (at appointment) | $500,000; 60% options / 40% RSUs | Options vest in 36 equal monthly installments over 3 years; RSUs vest in 3 equal annual installments over 3 years | Mr. Frank’s initial grant is prorated based on appointment date relative to the June 12, 2025 annual meeting |
| Annual director grant (continuing directors) | $325,000; 60% options / 40% RSUs | Vests on 12‑month anniversary of grant date | Amended and restated Director Compensation Policy effective April 21, 2025 |
| Change-of-control treatment | Double trigger | If awards are assumed: acceleration only upon termination without cause or constructive termination within 90 days before to two years after CIC; if not assumed: full vesting at CIC | Applies to options and RSUs under the Stock Incentive Plan |
| Option exercisability post-service | Vested options remain exercisable for remainder of 10‑year term | Applicable to director options; general plan constraints apply |
No director performance metrics are tied to equity; director awards are time-based per policy. The company’s Stock Incentive Plan prohibits repricing and dividend payments on unvested awards and includes a clawback .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Precigen | Biotechnology | Director | No BCRX disclosure of related-party transactions with Mr. Frank |
Expertise & Qualifications
- Capital markets and strategic transaction expertise (healthcare investment banking leadership at J.P. Morgan; prior Bear Stearns) .
- Institutional investing pedigree (led State Farm life sciences equity portfolio; CFA) .
- Education: B.S. (Illinois State University); MBA (University of Chicago) .
- Board experience: Current director at Precigen .
Equity Ownership
- Initial and annual director equity awards as described above; specific share counts for Mr. Frank’s grants were not disclosed in filings beyond the value/mix and vesting .
- Beneficial ownership table in the 2025 proxy (record date April 14, 2025) does not include Mr. Frank due to timing; directors and officers as a group beneficially owned ~5.1% . Anti‑hedging policy prohibits directors (and family members) from hedging company stock .
Governance Assessment
- Strengths: No Item 404(a) related‑party transactions disclosed; double‑trigger equity acceleration (not single‑trigger); caps on director compensation; strong anti‑hedging policy; clawback in place under Nasdaq Rule 10D‑1 .
- Committee roles: None initially; future committee assignments will be important to monitor for audit/compensation oversight fit .
- Potential conflicts/RED FLAGS to monitor: Mr. Frank’s senior role at J.P. Morgan could create perceived conflicts if J.P. Morgan (or affiliates) undertakes financing/advisory for BCRX; however, audit committee pre‑approval of related‑party transactions and the company’s disclosure of no 404(a) transactions are mitigating factors .
- Alignment: Director stock ownership guidelines (3x cash retainer) promote alignment; election to receive retainers in stock is permitted, enhancing potential ownership; compliance for Mr. Frank will be assessed over the five-year window .
- Shareholder sentiment: Prior say‑on‑pay approval exceeded 95% (June 2024), signaling broad support for compensation governance; continued monitoring warranted given share reserve increases under the Stock Incentive Plan .
Appendix: Director Compensation Policy and Plan Features
- Policy revised April 21, 2025 to 60% options / 40% RSUs for director grants; annual and initial grant values specified; equity vests on standard time‑based schedules; options have 10‑year term; no meeting fees; quarterly cash retainers and committee fees; optional stock in lieu of cash .
- Stock Incentive Plan key protections: independent administration, minimum one‑year vesting with limited exceptions, no repricing, no dividends on unvested awards, clawback, double‑trigger CIC vesting, director compensation caps .