Steven Galson
BIOCRYST PHARMACEUTICALSAbout Steven K. Galson, M.D., MPH
Independent director of BioCryst since September 2021; age 68 as of April 14, 2025. Former Senior Vice President of R&D (and leader of regulatory affairs) at Amgen (2010–2021), and previously held senior U.S. government roles, progressing to Director of FDA’s Center for Drug Evaluation and Research (2001–2007) and Acting U.S. Surgeon General (2007–2009). Education: B.S. in biochemistry (SUNY Stony Brook), M.D. (Mount Sinai School of Medicine), MPH (Harvard School of Public Health). The Board deems him independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | Senior Vice President, Research & Development; led regulatory affairs | 2010–2021 | Led R&D and regulatory functions at a major biotech, contributing deep development/regulatory expertise |
| U.S. FDA (CDER) | Deputy → Acting Director → Director, Center for Drug Evaluation and Research | 2001–2007 | Directed drug evaluation/regulatory policy at FDA; advanced CDER leadership |
| U.S. Public Health Service | Acting Surgeon General of the United States | 2007–2009 | Nation’s chief public health spokesperson; oversight of public health priorities |
| HHS/DOE/EPA/CDC | Senior public service roles | >20 years | Broad federal health, energy, environmental oversight experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Elephas Biosciences Corporation | Director | Current | Private biosciences company board member |
| Boston Consulting Group, Inc. | Senior Advisor | Current | Advisory role to global consulting firm |
| National Academies (US/EU Rare Disease Drug Evaluation Committee) | Member (ad hoc committee) | Recent | Policy/process evaluation for rare disease drug safety/efficacy |
| Vanda Pharmaceuticals Inc. | Director | Prior | Public biopharma; past board service |
| Insilico Medicine | Director | Prior | Private pharma-technology company |
Board Governance
- Committee assignments: Member, Compensation Committee (since March 2024). Not listed on Audit or Corporate Governance & Nominating committees.
- Independence: Board determined he is independent under Nasdaq rules.
- Attendance and engagement: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings of which they were a member; executive sessions held at every regularly scheduled Board meeting.
- Tenure and term: Appointed September 2021; nominated to serve a term ending at the 2028 annual meeting.
- Board leadership: Chair of the Board is independent (Dr. Nancy Hutson).
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash fees | $60,000 | Annual base retainer $45,000; committee member retainer levels set by policy (e.g., Compensation Committee member $7,500), actual 2024 fees earned totaled $60,000. |
| RSUs (grant-date fair value) | $42,966 | 6,820 RSUs granted on June 12, 2024; vest on 12-month anniversary of grant. |
| Options (grant-date fair value) | $227,500 | 49,933 options granted on June 12, 2024; vest on 12-month anniversary; exercise price at least fair market value at grant. |
| Total 2024 director compensation | $330,466 | Sum of fees, RSUs, and options. |
Director compensation policy parameters:
- Annual cash retainer: $45,000 (Chair: $80,000); committee member and chair retainers as follows: Audit ($10k/$20k), Compensation ($7.5k/$15k), Corporate Governance ($5k/$10k), and other standing committees ($7.5k/$15k).
- Annual director equity grants: $325,000; mix changed to 60% options / 40% RSUs effective April 21, 2025 (prior 70%/30%). New director initial equity grant: $500,000, prorated; same mix shift from 70%/30% to 60%/40%.
- Vesting: Annual director grants vest at 12 months; initial grants vest over 3 years (options monthly; RSUs annually).
Performance Compensation
| Performance Metric | Application to Director Pay | Vesting/Trigger |
|---|---|---|
| None disclosed for directors | Director RSUs and options are time-based; no quantitative performance metrics tied to director equity awards were disclosed | Double-trigger vesting on change of control if awards are assumed and service terminates without cause/for constructive termination; full vest if not assumed; clawback applies per company policy |
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| Vanda Pharmaceuticals Inc. | Prior director | Shared prior board service with current BioCryst director Vincent J. Milano (also previously served on Vanda’s board) |
Expertise & Qualifications
| Competency | Evidence |
|---|---|
| Public company board experience | Marked in Board skills matrix for Galson |
| Regulatory expertise | Marked; aligns with FDA CDER leadership background |
| Late-stage clinical development | Marked |
| Early-stage clinical/discovery research | Marked |
| Pharmaceutical R&D expertise | Marked |
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Components | % of Class |
|---|---|---|---|
| Steven K. Galson, M.D., MPH | 237,398 | Includes 179,027 shares issuable upon exercise of options exercisable as of April 14, 2025 or within 60 days, and 6,820 shares issuable upon vesting of RSUs within 60 days | <1% |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors must hold at least 3× annual cash retainer; compliance measured annually; as of Dec 31, 2024, each covered individual was in compliance.
- Anti-hedging policy: Prohibits hedging/short sales and derivative transactions that hedge company equity; insider trading policy in place.
- Related-party transactions: None requiring disclosure since Jan 1, 2024; Audit Committee pre-approves any related-party transactions.
- Director equity awards subject to clawback policy and plan protections (no repricing, minimum one-year vesting with limited exceptions).
Governance Assessment
- Strengths: Deep regulatory and R&D leadership (FDA CDER, Amgen) enhances oversight of clinical and regulatory risks; independent status and Compensation Committee membership since March 2024 support governance rigor; board conducts executive sessions every regular meeting; directors in compliance with stock ownership guidelines.
- Alignment: Director compensation combines cash with equity (options and RSUs), with standard vesting and double-trigger change-of-control protection; equity awards subject to clawback and no-repricing provisions under the Stock Incentive Plan.
- Potential watch items: Company-wide equity overhang is elevated versus peers (approx. 19% without increase; 22% with proposed share increase), which can raise dilution sensitivity for investors; directors also receive meaningful option grants annually ($227,500 grant-date value in 2024). Monitor equity usage and mix shifts (policy moved to 60% options/40% RSUs in 2025) for dilution and risk balance.
- Shareholder sentiment: Say-on-pay passed with >95% approval in June 2024, indicating broad support for compensation practices.
Director Compensation Details (Reference)
| Policy Element | 2024/2025 Terms |
|---|---|
| Annual cash retainer (director/Chair) | $45,000 / $80,000 |
| Committee retainers (member/chair) | Audit $10k/$20k; Compensation $7.5k/$15k; Corporate Governance $5k/$10k; Science/Commercialization/Finance $7.5k/$15k |
| Annual equity grant (continuing director) | $325,000; 70% options/30% RSUs in 2024; 60% options/40% RSUs from Apr 21, 2025; annual grants vest at 12 months |
| Initial equity grant (new director) | $500,000, prorated; mix shift same as above; initial grants vest over 3 years |
No related-party transactions, tax gross-ups for directors, or hedging/pledging practices disclosed that would indicate alignment concerns; director equity awards are subject to clawback and minimum vesting thresholds under the plan.