Julian Baker
Denali TherapeuticsAbout Julian C. Baker
Julian C. Baker (age 58 as of March 31, 2025) is a biotechnology investor and Managing Member of Baker Bros. Advisors LP, which he co-founded with Felix Baker in 2000 after roles as a portfolio manager at Tisch Financial Management (1994–1999) and in the private equity arm of Credit Suisse First Boston (1988–1993). He holds an A.B. from Harvard University. He is nominated as a Class II director for a three-year term ending at the 2028 annual meeting and, upon election, will serve as independent Chairperson of the Board; the board has determined he is independent under Nasdaq rules. The board cites his extensive life sciences investing and public company board experience as qualifications for service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse First Boston (private equity investment arm) | Investment professional | 1988–1993 | — |
| Tisch Financial Management | Portfolio Manager | 1994–1999 | — |
| Baker Bros. Advisors LP | Co‑Founder; Managing Member | 2000–present | Co-founded a biotech-focused investment adviser to fund partnerships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acadia Pharmaceuticals, Inc. | Director | Not disclosed | Not disclosed |
| Incyte Corporation | Director | Not disclosed | Not disclosed |
| Madrigal Pharmaceuticals, Inc. | Director | Not disclosed | Not disclosed |
| Prelude Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Board leadership and independence
- Upon election at the 2025 Annual Meeting, Mr. Baker will serve as Chairperson of the Board, with the CEO role held separately; Denali intends to maintain separation of Chair and CEO roles. The board has determined Mr. Baker is independent under Nasdaq standards. Independent director executive sessions are held regularly without management present.
- Committee assignments
- Mr. Baker will join the Corporate Governance & Nominating Committee after his election. He is not disclosed as a member or chair of the Audit or Compensation Committees.
- Board and committee activity context (2024)
- In 2024, the board met 5 times; each director attended at least 87.5% of aggregate board and committee meetings (Mr. Baker was a nominee for 2025 and not listed in 2024 attendance).
Fixed Compensation
| Component | 2024 Amount ($) | 2025 Amount ($) | Notes |
|---|---|---|---|
| Annual Board retainer (non‑employee directors) | 45,000 | 50,000 | Policy amounts |
| Additional retainer – Non‑Executive Chair of the Board | 35,000 | 35,000 | Policy amounts |
| Corporate Governance & Nominating Committee – member | 5,000 | 5,000 | Policy amounts |
- Application to Mr. Baker (2025): Based on disclosed roles, he is eligible for the $50,000 board retainer, $35,000 Chair retainer upon election, and $5,000 Corporate Governance & Nominating Committee member retainer (pro‑rated if service commences mid‑quarter).
Performance Compensation
| Award Type | Grant Value | Mix | Vesting | Notes |
|---|---|---|---|---|
| Initial equity award for new non‑employee directors | ~$700,000 | 60% options / 40% RSUs | Options: 25% at 1st anniversary, then monthly 1/48 thereafter; RSUs: 25% annually over 4 years (last tranche may vest day prior to next annual meeting after year 3) | Award sizing mechanics define RSU count as 1 RSU per 2 option shares for mix calibration |
| Annual equity awards (incumbent non‑employee directors) | ~$400,000 | 60% options / 40% RSUs | 100% vests at 1 year or the day prior to next annual meeting, whichever comes first | Annual grant on annual meeting date for directors with ≥6 months’ service |
| CIC treatment (non‑employee director awards) | — | — | If awards are assumed/substituted and director is terminated other than voluntary resignation (unless at acquirer’s request), equity fully vests; performance awards vest at 100% target | 2017 Plan term |
| Guardrails vs. peers | — | — | — | Director cash/equity comp not to exceed 75th percentile of peer group at least through 2025; peer group reviewed annually |
- Stock ownership guidelines for directors: Required ownership equal to ≥3x annual board cash retainer; compliance by the later of April 16, 2026 or fifth anniversary of initial appointment/election; sale/transfers limited to ≤50% of net shares until compliant.
Other Directorships & Interlocks
| Company | Role | Potential Interlocks with DNLI |
|---|---|---|
| Acadia Pharmaceuticals, Inc. | Director | None disclosed |
| Incyte Corporation | Director | None disclosed |
| Madrigal Pharmaceuticals, Inc. | Director | None disclosed |
| Prelude Therapeutics, Inc. | Director | None disclosed |
- Compensation committee interlocks: For 2024, Denali’s compensation committee comprised Flatley, Klein, and Thornberry; no interlocks disclosed. Mr. Baker is not listed as a compensation committee member.
Expertise & Qualifications
- Managing Member and co‑founder of a leading biotech investment adviser; significant experience investing in life sciences companies.
- Public company board experience across multiple biotech issuers (Acadia, Incyte, Madrigal, Prelude).
- Education: A.B., Harvard University.
- Board’s rationale: Expertise in life sciences investing and public company governance qualifies him for the board.
Equity Ownership
| Holder/Instrument | Amount | Notes |
|---|---|---|
| Shares held by 667, L.P. | 326,302 | Beneficially owned through Baker funds |
| Shares held by Baker Brothers Life Sciences, L.P. | 3,405,393 | Beneficially owned through Baker funds |
| Prefunded warrants exercisable within 60 days (Baker Funds) | 3,699,790 | Counted as beneficially owned within 60 days |
| Additional prefunded warrants (subject to ownership cap; excluded) | 22,346,275 | Not deemed beneficially owned within 60 days |
| Total beneficial ownership (Mr. Baker) | 7,431,485 | 4.9% of outstanding |
| Outstanding shares used for % | 145,227,767 | As of March 31, 2025 |
- Footnote disclosure: Mr. Baker is Managing Member of Baker Bros. Advisors (GP) LLC, general partner of Baker Bros. Advisors LP, investment adviser with sole voting/investment power over Baker Funds. Per Baker Bros. Advisors LP policies, Mr. Baker does not have a right to any Company securities issued as compensation for board service; affiliated funds are entitled to an indirect proportionate pecuniary interest; beneficial ownership is disclaimed except to pecuniary interest.
- Hedging/pledging: Denali’s insider trading policy prohibits hedging and pledging company stock (limited exceptions require approvals).
Related-Party Transactions and Potential Conflicts
- February 2024 private financing with Baker Funds
- Denali sold 3,244,689 common shares at $17.07 per share and 26,046,065 prefunded warrants at $17.06 per underlying share, for ~$500.0 million gross proceeds; Baker Funds purchased all 26,046,065 prefunded warrants for approximately $444.0 million.
- Nominating Agreement: When Baker Funds and affiliates beneficially own >10% of outstanding common stock (starting 60 days after crossing that threshold) and while they retain ≥65% of the securities purchased in the transaction, they have the right to designate one individual to the board, to be included in the company’s recommended slate, subject to exceptions.
- Registration Rights: Upon request if deemed an affiliate, Denali will file a resale registration statement (within 60 days of request), with rights for up to one underwritten offering per calendar year (no more than three total and limits on offerings/block trades), subject to conditions.
RED FLAG: Board seat designation rights and significant financing/registration rights grant Baker Funds material influence; combined with Mr. Baker’s role as independent Chair post‑election, investors should monitor board independence in practice, management oversight dynamics, and treatment of minority shareholders in capital markets activities. The board, however, has formally determined Mr. Baker is independent under Nasdaq standards.
Director Compensation Context (2024 actuals for DNLI non-employee directors)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Vicki Sato, Ph.D. | 85,000 | 110,748 | 203,717 | 399,465 |
| Jennifer Cook | 55,000 | 110,748 | 203,717 | 369,465 |
| Jay Flatley | 70,000 | 110,748 | 203,717 | 384,465 |
| Erik Harris | 55,000 | 110,748 | 203,717 | 369,465 |
| Peter Klein | 74,966 | 110,748 | 203,717 | 389,431 |
| Steve E. Krognes | 45,000 | 110,748 | 203,717 | 359,465 |
| David Schenkein, M.D. | 65,000 | 110,748 | 203,717 | 379,465 |
| Marc Tessier‑Lavigne, Ph.D. | 57,500 | 110,748 | 203,717 | 371,965 |
| Nancy A. Thornberry | 60,000 | 110,748 | 203,717 | 374,465 |
Note: Mr. Baker is a 2025 nominee; his 2024 director compensation is not disclosed in this table.
Governance Environment Signals
- Ownership alignment: Director ownership guidelines (≥3x annual cash retainer) and restrictions on sales until compliant.
- Risk oversight structure: Board and committee risk oversight responsibilities clearly delineated across financial/compliance, compensation risk, governance/conflicts, and R&D/clinical risks.
- Anti‑hedging/pledging policy and derivative ban underpin alignment; clawback policy adopted as a governance best practice.
- Committee independence: Audit and Compensation Committees comprised of independent directors; Mr. Baker to serve on Corporate Governance & Nominating Committee post‑election.
Governance Assessment
-
Positives
- Significant economic alignment via Baker Funds’ ownership; robust director ownership guidelines; anti‑hedging/pledging prohibitions; separation of Chair/CEO to reinforce board independence; regular independent director sessions.
- Board’s formal independence determination for Mr. Baker; corporate governance and nominating committee service positions him to oversee board composition and conflicts.
-
Watch items / Red flags
- Related‑party capital raise and Nominating Agreement (board designation rights) plus registration rights grant substantial influence to Baker Funds; Mr. Baker’s role as Chair may concentrate influence—monitor decisions on financing, governance, and strategic transactions for minority shareholder protection.
- Multiple external public biotech directorships may present time‑commitment risk; no specific attendance data disclosed for Mr. Baker in 2024.
-
Context
- The board met 5 times in 2024 with strong overall attendance (≥87.5% for each director); committees met regularly (Audit 5, Compensation 3, Corporate Governance & Nominating 3).
