Lee Newcomer
Coherus OncologyAbout Lee N. Newcomer, MD
Independent director (Class I) at Coherus BioSciences since February 2022; age 72. Medical oncologist with payer-side leadership at UnitedHealth Group (Chief Medical Officer 1991–2001; returned in 2006 to lead cancer-care analytics/episode payment initiatives until March 2018), prior 9 years in clinical oncology practice (Minneapolis and Tulsa), former Chairman of Park Nicollet Health Services. Education: MD (University of Nebraska), Internal Medicine residency (University of Nebraska Medical Center), Oncology fellowship (Yale), MHA (University of Wisconsin–Madison). Current external directorships: Myriad Genetics, Inc. (public) and Cellworks Group Inc. (private).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group | Chief Medical Officer | 1991–2001 | Led payer medical oversight |
| UnitedHealth Group | Leader, cancer-care initiative integrating clinical/financial/program management | 2006–Mar 2018 | Built first commercial cancer database integrating clinical and claims data; first episode payment program for cancer |
| Clinical practice (Minneapolis; Tulsa) | Medical Oncologist | 9 years (pre-1991) | Direct patient care |
| Park Nicollet Health Services (HealthPartners) | Chairman (former) | Not disclosed | Governance at integrated provider system |
External Roles
| Organization | Role | Public/Private | Committees/Notes | Tenure |
|---|---|---|---|---|
| Myriad Genetics, Inc. | Director | Public | Not disclosed | Current |
| Cellworks Group Inc. | Director | Private | Not disclosed | Current |
| Lee N. Newcomer Consulting | Principal | Private | Advisory/consulting | Apr 2018–present |
Board Governance
- Classification and term: Class I director with term expiring at the 2027 annual meeting.
- Independence: Board determined all directors except the CEO (Lanfear) are independent under Nasdaq rules (includes Dr. Newcomer).
- Committees: Member, Compensation Committee; committee chaired by Charles Newton; other members Michael Ryan and Dr. Newcomer (expected to continue post-2025 annual meeting).
- Attendance: In 2024, Board met 6 times; Compensation Committee met 6 times; each director attended at least 75% of Board and committee meetings while serving.
- Board leadership: CEO is Chair; Lead Independent Director is Mats L. Wahlström; independent directors hold regularly scheduled executive sessions.
- Nominating & Corporate Governance Committee did not meet in 2024 (watch item on committee cadence).
Fixed Compensation (Director)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 57,500 | 57,500 | 59,375 |
| Committee Cash Structure (policy) | $50,000 annual base retainer; Lead Independent +$30,000; Comp Chair +$15,000; Comp member +$7,500; Audit Chair +$20,000; Audit member +$10,000; NCG Chair +$10,000; NCG member +$5,000 (2023 policy) | — | In April 2024, Lead Independent +$40,000; Comp Chair +$20,000; Comp member +$10,000; Strategic Transaction Committee Chair +$25,000; members +$12,500 |
Notes: “Fees Earned” reflects the base and committee retainers actually paid; Coherus does not disclose per-meeting fees; structure relies on annual retainers.
Performance Compensation (Director equity)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option Awards ($) | 385,101 | 128,692 | 130,782 |
| Total Director Compensation ($) | 442,601 | 186,192 | 190,157 |
Director equity policy: Initial option grant 168,000 shares at appointment; annual grant 112,000 shares. Initial grant vests 1/3 after one year, then monthly over next two years; annual grant vests on one-year anniversary; exercise price equals closing price on grant date.
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks with CHRS competitors/suppliers/customers | Notes |
|---|---|---|---|---|
| Myriad Genetics, Inc. | Diagnostics/genetics | Director | None disclosed | Public company |
| Cellworks Group Inc. | Oncology software/precision therapy (private) | Director | None disclosed | Private company |
- Related-party/transactions: Company reports no related-person transactions since Jan 1, 2023 under Item 404 thresholds.
- Section 16 compliance: All required insider filings complied with in 2024, except one late Form 4 by director Wahlström (no exceptions noted for Dr. Newcomer).
Expertise & Qualifications
- Oncology clinician with payer economics expertise from roles at UnitedHealth, including CMO and later leader of cancer-care payment/analytics programs.
- Governance experience as former Chairman of Park Nicollet Health Services (HealthPartners).
- Education: MD (Univ. of Nebraska), Internal Medicine residency (Univ. of Nebraska Medical Center), Oncology fellowship (Yale), MHA (Univ. of Wisconsin–Madison).
Equity Ownership
| Ownership metric | Amount |
|---|---|
| Common shares owned | 0 (no direct/indirect common shares disclosed) |
| Options exercisable within 60 days | 204,250 |
| Beneficial ownership % of outstanding | <1% (denoted “*”) |
| Anti-hedging / pledging | Hedging prohibited for directors under Insider Trading Compliance Policy; pledging not explicitly referenced. |
Governance Assessment
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Strengths
- Independent director with deep oncology and payer economics expertise; relevant to CHRS market access/pricing and value-based care strategies.
- Active committee service on Compensation Committee; Aon retained as independent consultant with no conflicts, supporting robust compensation governance.
- Attendance threshold met (≥75% in 2024); independent executive sessions in place; Lead Independent Director structure established.
- No related-party transactions disclosed; Section 16 compliance clean for Dr. Newcomer.
- Director pay mix emphasizes options (at-risk, equity-aligned) with clear vesting; limits cash-heavy compensation.
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Watch items / potential red flags
- Nominating & Corporate Governance Committee did not meet in 2024—monitor board refreshment and evaluation cadence.
- Say-on-Pay support in 2024 was 68.8%, below typical 70–90% ranges—signals shareholder scrutiny of pay practices (though focused on executives).
- Director equity is solely options; absence of RSUs/DSUs may influence risk/reward profile and horizon—ensure grant sizing/vesting align with long-term value creation (policy outlines sizeable initial/annual option grants).
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Overall: Dr. Newcomer strengthens the board’s healthcare economics and oncology perspective, is independent with solid engagement, and shows alignment via equity-heavy director pay. No conflicts/related-party exposures are disclosed; key governance monitoring points are NCG committee activity and broader shareholder feedback on compensation (Say-on-Pay).