Nancy Whiting
About Nancy Whiting
Nancy Whiting, Pharm.D., age 52, has served on Boundless Bio’s (BOLD) board since October 2023 and is classified as a Class I independent director up for a new term through 2028; the board affirmatively determined she is independent under Nasdaq rules . She is CEO and director of Recludix Pharma (since Sep 2021) and previously spent ~15 years at Seagen, rising to EVP roles and playing central roles in approvals for Adcetris, Padcev, Tukysa, and Tivdak; earlier she practiced as a clinical oncology pharmacist at Seattle Cancer Care Alliance . Dr. Whiting holds a Pharm.D. from the University of Washington and a B.Sc. in Pharmaceutical Sciences from the University of British Columbia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen Inc. (formerly Seattle Genetics) | EVP Corporate Strategy, Alliances & Communication; prior EVP Late Stage Development; SVP Clinical Development & Medical Affairs; Head of Experimental Medicine | Mar 2007 – Sep 2021 | Central roles in development and approvals of Adcetris, Padcev, Tukysa, Tivdak |
| Seattle Cancer Care Alliance | Clinical oncology pharmacist | Prior to industry career (dates not specified) | Clinical oncology practice experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Recludix Pharma (private) | Chief Executive Officer; Director | Since Sep 2021 | Privately held; novel inflammatory disease and cancer treatments |
| Caribou Biosciences (public) | Director | Since Aug 2021 | Public biopharma directorship (committee roles not disclosed) |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (not Chair) .
- Independence: Independent director per board determination; independent directors meet in executive session regularly without management .
- Board structure/tenure: Class I director; nominated for re‑election at the June 23, 2025 AGM to serve until 2028 .
- Attendance/engagement: In 2024, the Board met 5 times; Audit 4; Compensation 3; Nominating & Corporate Governance 0; each director attended at least 75% of Board/committee meetings during their service period .
| Committee | Role | Chair? |
|---|---|---|
| Nominating & Corporate Governance | Member | No |
Watch item: The Nominating & Corporate Governance Committee did not meet in 2024, which may limit visible committee‑level engagement despite the board‑level attendance threshold disclosure .
Fixed Compensation
- Program structure (post‑IPO, adopted March 2024; amended March 27, 2025): Annual cash retainer $40,000; additional cash retainers: Board Chair/Lead Independent +$30,000; Audit Chair $15,000/member $7,500; Compensation Chair $10,000/member $5,000; Nominating & Corporate Governance Chair $8,000/member $4,000 .
- 2024 actual director cash fees (Whiting): $39,250 .
| Item | Amount/Detail |
|---|---|
| Annual director cash retainer | $40,000 (program level) |
| Nominating & Corporate Governance member retainer | $4,000 (program level) |
| 2024 Fees earned or paid in cash (Whiting) | $39,250 |
Performance Compensation
- Equity form: Service‑based stock options (no PSUs/RSUs disclosed for directors) .
- Change‑in‑control: Director awards vest upon change in control or upon death/disability .
| Grant date | Award type | Shares/options | Exercise price | Vesting | 2024 grant-date fair value (aggregate) |
|---|---|---|---|---|---|
| Feb 15, 2024 | Stock option | 13,846 | $8.19 | Monthly, over 3 years | |
| Mar 2024 (IPO) | Stock option | 13,219 | $16.00 | Monthly, over 3 years | |
| 2024 total (Whiting) | Stock options (aggregate) | — | — | — | $318,712 (ASC 718) |
Program changes effective Mar 27, 2025: Initial Director Award increased to 32,000 options (from 27,000); Annual Director Award increased to 16,000 (from 13,500); Chair Award increased to 8,000 (from 6,750) .
Notes: No performance metrics disclosed for director equity; all director awards are time‑based options, aligning service with equity exposure while retaining upside leverage .
Other Directorships & Interlocks
| Company | Type | Role | Potential interlock/conflict note |
|---|---|---|---|
| Caribou Biosciences | Public biopharma | Director | External public board; no related‑party transactions with BOLD disclosed |
| Recludix Pharma | Private biotech | CEO & Director | External operating role; no related‑party transactions with BOLD disclosed |
- Related party/transactions policy: Audit Committee reviews and must approve related‑person transactions; no such transactions requiring disclosure since Jan 1, 2023 except those listed (none involve Dr. Whiting) .
Expertise & Qualifications
- Deep oncology drug development leadership with central roles in multiple FDA approvals at Seagen (Adcetris, Padcev, Tukysa, Tivdak) .
- Operating CEO experience (Recludix) and public company board experience (Caribou), bringing late‑stage, regulatory, and strategic partnering expertise to BOLD .
- Academic credentials: Pharm.D. (University of Washington); B.Sc. in Pharmaceutical Sciences (University of British Columbia) .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 38,977 (consists entirely of options exercisable within 60 days) |
| Ownership % of outstanding | <1% (based on 22,300,043 shares outstanding as of Apr 25, 2025) |
| Outstanding options (12/31/2024) | 54,756 options outstanding |
| Hedging policy | Company prohibits directors/officers/employees from hedging BOLD securities |
| Pledging disclosure | No specific pledging disclosure identified in the proxy sections reviewed |
Governance Assessment
-
Strengths and positive signals
- Independent director with substantial oncology development and regulatory experience; sits on Nominating & Corporate Governance Committee, supporting governance oversight and ESG reporting .
- Attendance threshold met (≥75% for 2024; board met 5 times), suggesting baseline engagement; independent‑only executive sessions held regularly .
- Director equity is in options with time‑based vesting and change‑in‑control acceleration—creates equity exposure and alignment with upside; hedging prohibited, supporting alignment .
- No related‑party transactions involving Dr. Whiting disclosed; Section 16(a) reports timely for reporting persons in 2024 .
-
Watch items and potential risks
- Nominating & Corporate Governance Committee did not meet in 2024; while the board met regularly, the absence of committee meetings may limit visible committee‑level oversight cadence (monitor 2025 activity) .
- Director ownership comprised of options exercisable within 60 days; no direct common stock ownership disclosed—some investors prefer minimum stock ownership guidelines; no director ownership guideline disclosure identified in the proxy (monitor future disclosures) .
- 2025 amendments increase option grant sizes to directors (Initial/Annual/Chair awards); while within plan limits, monitor for pay escalation relative to company scale and performance .