June Bray
BioXcel TherapeuticsAbout June Bray
June Bray, 72, has served as an independent Class I director of BioXcel Therapeutics, Inc. since March 2021. She is a career regulatory executive: Senior Vice President, Global Regulatory Affairs & Medical Writing at Allergan (2008–2020), Vice President, Regulatory Affairs at Organon (2006–2008), and prior roles at Berlex culminating as VP, Global Regulatory Affairs for Specialized Therapeutics/Oncology (2003–2006). She holds an MBA from Fairleigh Dickinson University and a BS from the University of Rhode Island, and is nominated to continue service through the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | SVP, Global Regulatory Affairs & Medical Writing | 2008–2020 | Led global regulatory strategy across therapeutic areas |
| Organon & Co. | VP, Regulatory Affairs | 2006–2008 | Led regulatory activities for development and marketed products |
| Berlex Laboratories, Inc. | VP, Global Regulatory Affairs, Specialized Therapeutics/Oncology (and prior roles) | 1980–2006 (VP role 2003–2006) | Oncology and specialized therapeutics regulatory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quince Therapeutics, Inc. (NASDAQ: QNCX) | Director | Since June 2022 | Current public company directorship |
Board Governance
- Independence: The Board determined Ms. Bray is independent under Nasdaq rules; seven of eight directors are independent .
- Committee assignments: Member, Nominating & Corporate Governance Committee; not on Audit or Compensation; not a committee chair .
- Attendance: In fiscal 2024, the Board met 12 times; Audit met 4; Compensation met 1; Nominating & Governance met 1. Each incumbent director attended at least 75% of meetings; all directors attended the 2024 annual meeting .
- Board structure: Independent Chair (Peter Mueller) serves functions of Lead Director per Corporate Governance Guidelines; roles of Chair and CEO are separated .
- Compensation governance: Compensation Committee retained Radford (Aon) as independent consultant in 2024; committee determined no conflicts of interest .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Base Board Fee | $60,000 | Annual cash retainer for non-employee directors |
| Committee Member – Compensation | $7,500 | Non-chair member retainer |
| Committee Member – Audit | $10,000 | Non-chair member retainer |
| Committee Member – Nominating & Governance | $5,000 | Non-chair member retainer |
| Committee Chair – Audit | $20,000 | Chair premium |
| Committee Chair – Compensation | $15,000 | Chair premium |
| Committee Chair – Nominating & Governance | $10,000 | Chair premium |
| Chair of Board or Lead Independent Director | $35,000 | Chair/Lead premium |
| Director | Fees Earned or Paid in Cash (2024) |
|---|---|
| June Bray | $65,000 |
Performance Compensation
| Element | Grant Mechanics | Vesting | Other Terms |
|---|---|---|---|
| Annual Option Grant | Eligible for option to purchase 1,062 shares at each annual meeting after 6 months of service | Vests in one installment by the earlier of day before next annual meeting or first anniversary | Strike price = FMV at grant; 10-year term; unvested options accelerate on change of control |
| Initial Option Grant (on appointment) | Eligible for option to purchase 1,875 shares | Vests in three equal annual installments | Strike price = FMV at grant; 10-year term; unvested options accelerate on change of control |
| Director | Option Awards (Grant Date Fair Value, 2024) | Notes |
|---|---|---|
| June Bray | $20,410 | ASC 718 fair value; accounting cost, not realized value |
No director RSUs/PSUs were disclosed for Ms. Bray; her compensation is cash retainer plus time-based stock options; no TSR/financial performance metrics apply to non-employee director equity awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Notes |
|---|---|---|---|
| Quince Therapeutics, Inc. | Director | Not disclosed | Interlock: BTAI director Rajiv Patni also serves on Quince’s board, indicating potential information flow across boards . |
Expertise & Qualifications
- Global regulatory strategy leader across big-cap pharma (Allergan, Organon, Berlex), bringing deep FDA/EMA regulatory expertise to BTAI’s clinical and approval pathways .
- Education: MBA (Fairleigh Dickinson University); BS (University of Rhode Island) .
- Board qualification: BTAI explicitly cites her regulatory strategy experience as core to director qualification .
Equity Ownership
| Metric | 12/31/2024 | 10/31/2025 |
|---|---|---|
| Options outstanding (total) | 5,013 | — |
| Options exercisable | 3,950 | — |
| Beneficially owned shares (SEC definition) | — | 5,013 (options exercisable within 60 days) |
| Ownership % of outstanding | — | <1% |
No pledging or hedging by Ms. Bray is disclosed in the ownership footnotes; her beneficial ownership consists entirely of options exercisable within 60 days as of the record date .
Insider Trades
| Period | Form 4 Issues | Notes |
|---|---|---|
| FY 2024 | No delinquent Section 16(a) reports identified for Ms. Bray | Proxy lists late filings for several executives; Ms. Bray not included among late filers . |
Governance Assessment
- Independence and engagement: Independent status, committee service on Nominating & Governance, and at least 75% attendance in 2024 support baseline board effectiveness and engagement .
- Skills-fit: Strong regulatory background aligns with BTAI’s clinical/regulatory risk profile, potentially enhancing oversight of development and approval processes .
- Ownership alignment: Beneficial ownership is de minimis (<1%; entirely options). While consistent with small-cap biotech director norms, low “skin-in-the-game” may limit perceived alignment; consider monitoring any future equity accumulation .
- Compensation structure: Cash retainer plus time-based options; no performance-conditioned metrics for director awards. Change-of-control accelerates unvested options—common practice but reduces retention friction in sale scenarios .
- Interlocks: Dual presence of BTAI directors on Quince Therapeutics (Bray and Patni) is an interlock; not inherently a conflict, but investors should monitor for any related-party considerations or information flow issues. No related-person transactions disclosed involving Ms. Bray .
- Compensation governance: Use of Radford as independent consultant and conflict evaluation provides assurance on pay-setting rigor .
- Policy signals: Corporate Governance Guidelines address stock ownership and conflicts; Company maintains a Compensation Recovery (Clawback) Policy (existence noted), supporting governance hygiene; numeric director ownership guidelines not disclosed in proxy .
RED FLAGS: None specific to Ms. Bray were disclosed (no related-party transactions, no late Section 16 filings). Watchpoints include low equity ownership and board interlock with Quince (monitor for potential perceived conflicts) .
Appendix: Board & Meeting Context
| Meeting Type | Meetings Held (2024) | Attendance Summary |
|---|---|---|
| Board of Directors | 12 | Each incumbent director ≥75% attendance |
| Audit Committee | 4 | — |
| Compensation Committee | 1 | — |
| Nominating & Governance Committee | 1 | — |
| Annual Meeting Attendance | 2024 | All directors attended |
| Committee Matrix (2025) | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| June Bray | — | — | Member (X) |