Shannon Campbell
About Shannon Campbell
Independent Class III director of Black Diamond Therapeutics (BDTX), age 59, serving since April 2024; term expires at the 2026 annual meeting. The Board has determined she is independent under Nasdaq and SEC rules. Campbell holds a B.S. from Ithaca College and has completed leadership, strategy, and finance programs at Michigan Ross, IMD, Harvard Business School, and Wharton; core credentials are in commercial leadership across oncology therapeutics.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG (U.S. Oncology) | Head, U.S. Solid Tumor Franchise | Aug 2017–Jan 2022 | Led broad portfolio of oncology and rare disease therapies; commercial strategy execution |
| Bayer HealthCare Pharmaceuticals | Roles of increasing responsibility; VP & GM, Oncology (most recent) | 2005–2017 | Oncology franchise general management; scaling commercial operations |
| Abbott Labs | Commercial roles | 2003–2005 | Commercial leadership in pharma |
| Pharmacia heritage companies (Pharmacia & Upjohn, The Upjohn Company) | Increasing responsibility | 1989–2003 | Commercialization experience across therapeutic areas |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Merus N.V. | Executive Vice President & Chief Commercial Officer | Feb 2022–present | Global commercialization strategy for multi-specific antibody oncology therapeutics |
Board Governance
- Committee memberships: Compensation Committee member (Chair: Ali Behbahani; other members: Garry E. Menzel, Ph.D.)
- Independence: Board determined all directors except the CEO are independent (includes Campbell)
- Attendance: Each incumbent director attended ≥75% of Board and committee meetings in FY2024; Board met 6 times, Compensation Committee met 4 times, Audit Committee 3, Nominating & Corporate Governance 3
- Leadership: Combined Chair/CEO (Mark A. Velleca); Lead Independent Director is Samarth Kulkarni, Ph.D.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $32,514 | Campbell elected to receive cash compensation in unrestricted shares |
| Total Cash Policy (Non-Employee Director Program) | $40,000 annual Board retainer; $5,000 Comp Committee member retainer | Chair premiums: Audit $15,000; Comp $10,000; Nominating $8,000; Lead Independent Director $25,000 |
| Reimbursements | Reasonable out-of-pocket expenses for attending meetings | Policy applies to non-employee directors |
Performance Compensation
| Equity Award | Shares | Grant Timing | Vesting | Grant Date Fair Value (2024) |
|---|---|---|---|---|
| Initial Option Award (new director) | 61,100 | On appointment (April 2024) | 36 equal monthly installments | Included in 2024 option award fair value below |
| Annual Option Award (continuing director) | 30,550 | On annual meeting date (June 6, 2024) | Vests fully on earlier of 1 year or next annual meeting | Included in 2024 option award fair value below |
| 2024 Option Awards (aggregate fair value) | — | — | — | $319,686 |
- Outstanding director options (12/31/2024): 91,650 options (aggregate)
- Options exercisable within 60 days of April 11, 2025: 54,311 shares; common stock held directly: 8,865 shares
- Performance metrics: Director equity awards are time-based options; no revenue/TSR/ESG performance conditions disclosed for directors
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in BDTX proxy |
Expertise & Qualifications
- 30+ years biopharma commercial leadership; deep oncology commercialization expertise; led U.S. solid tumor portfolio at Novartis; GM Oncology at Bayer; EVP/CCO at Merus
- Education and executive programs (Ithaca; Ross; IMD; HBS; Wharton)
- Independent director; Compensation Committee member at BDTX
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Composition |
|---|---|---|---|
| Shannon Campbell | 63,176 shares | <1% | 8,865 shares held directly; 54,311 options exercisable within 60 days of April 11, 2025 |
- Insider trading policy: Prohibits short sales, derivatives, hedging, and pledging of Company securities; Rule 10b5-1 plan policy in place; clawback policy for executive incentive compensation upon restatement
- Related-party transactions: None involving Campbell disclosed; overall, no transactions >$120,000 with related persons since 1/1/2023 except a consulting agreement with another director (Kapil Dhingra) terminated in Sept 2024
Governance Assessment
- Alignment signals: Campbell elected to take Board cash compensation in unrestricted shares, increasing direct ownership alignment; meaningful option grants (initial + annual) align with long-term value creation through time-based vesting
- Committee effectiveness: Compensation Committee is fully independent and uses Radford (Aon) as an independent consultant; consultant conflicts assessed with no conflict-of-interest concerns disclosed
- Independence & attendance: Independent status and ≥75% attendance thresholds met; Board/committee cadence appropriate for a clinical-stage biotech (Board: 6; Comp: 4)
- Potential conflicts and risk indicators:
- Dual-role consideration: Campbell is EVP & CCO at Merus N.V. (oncology). While fields overlap, BDTX discloses no related-person transactions involving her; independence affirmed. Investors may monitor for any future business dealings or competitive overlaps.
- Hedging/pledging: Company prohibition reduces alignment risk; no pledging by directors permitted under policy
- Say-on-pay: As an Emerging Growth Company, BDTX is not required to conduct say-on-pay votes; thus, no historical say-on-pay percentages to evaluate
RED FLAGS
- None material identified in proxy: no related-party transactions involving Campbell; independence affirmed; attendance thresholds met; anti-hedging/pledging policy in place. Monitor time/attention risk from concurrent executive role at Merus given sector overlap.