Nancy Thornberry
Denali TherapeuticsAbout Nancy A. Thornberry
Independent director at Denali Therapeutics since January 2021; age 68 as of March 31, 2025; B.S. in Chemistry and Biology from Muhlenberg College. Former CEO of Kallyope (2015–2021); >30 years at Merck culminating as SVP and Global Franchise Head for Diabetes & Endocrinology; led discovery and commercialization of the DPP-4 program (Januvia) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co. | SVP & Global Franchise Head, Diabetes & Endocrinology; prior roles leading Diabetes/Obesity research | 2004–2013 | Led DPP-4 program culminating in Januvia commercialization; identified first caspase (ICE/caspase-1) |
| Kallyope | Chief Executive Officer; later Board member & Chair, R&D | 2015–2021 (CEO); ongoing as Chair R&D | Founding CEO; continues governance oversight of R&D |
| Biotech/pharma consulting | Consultant | 2013–2015 | Industry advisory engagements |
External Roles
| Company | Role | Appointment/Status | Committee Assignments |
|---|---|---|---|
| Vertex Pharmaceuticals (NASDAQ: VRTX) | Independent Director | Appointed Dec 5, 2023; elected at 2025 AGM | Scientific & Technology Committee member; Vertex site lists committee composition including Scientific & Technology Committee for Thornberry |
| Schrödinger (NASDAQ: SDGR) | Director (Class II) | Since Sep 2019; nominated for re-election in 2025 | Drug Discovery Committee member; Nominating & Corporate Governance Committee member |
| Adimab (private) | Director | Current | Board role (private company) |
| New York Genome Center (non-profit) | Director | Current | Board role (non-profit) |
Board Governance
- Independence: Denali board determined Thornberry is independent under Nasdaq rules; also independent for Compensation Committee service .
- Denali committee assignments: Member, Compensation Committee (with Flatley as chair and Klein) .
- Attendance: 2024 board/committee attendance 100%; prior 2023 attendance 78% (improved materially YoY) .
- Tenure on Denali board: Director since 2021; current term ends 2027 (Class I) .
- Compensation Committee Interlocks: Company disclosed no interlocks or insider participation among compensation committee members (including Thornberry) .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy/Rate | Notes |
|---|---|---|---|
| Board annual cash retainer | $45,000 | $50,000 | Non-employee director retainer increased in 2025 |
| Non-Exec Chair additional retainer | $35,000 | $35,000 | If serving as Chair (not applicable to Thornberry) |
| Audit Committee – Chair/member | $20,000 / $10,000 | $20,000 / $10,000 | Committee retainers |
| Compensation Committee – Chair/member | $15,000 / $7,500 | $15,000 / $7,500 | Thornberry is a member (not chair) |
| Corporate Governance & Nominating – Chair/member | $10,000 / $5,000 | $10,000 / $5,000 | Committee retainers |
| Science & Technology – Chair/member | $15,000 / $7,500 | $10,000 / $5,000 | Committee retainers changed for 2025 |
| 2024 Cash fees earned (Thornberry) | $60,000 | N/A | Actual cash compensation received in 2024 |
Performance Compensation
| Equity Component | 2024 Grant | Vesting | Structure |
|---|---|---|---|
| Annual RSU (Thornberry) | $110,748 grant-date fair value | 100% vests by the earlier of one year from grant or day before next AGM | Automatic annual RSU grants to non-employee directors |
| Annual Stock Option (Thornberry) | $203,717 grant-date fair value | 100% vests on same schedule as RSU; options priced at grant-date market | Automatic annual option grants to non-employee directors |
| Performance metrics tied to director pay | None disclosed | N/A | Director equity is time-based; no TSR/financial metrics applied |
Other Directorships & Interlocks
- Current public boards: Vertex (appointed Dec 5, 2023); Schrödinger (since 2019). No disclosed related-party transactions between Denali and Thornberry across the reporting period; Denali’s related-party section lists transactions with Baker Funds only .
- Vertex committee role: Scientific & Technology Committee member per Vertex; elected at Vertex’s 2025 AGM with 223,303,176 votes for .
- Schrödinger committees: Drug Discovery Committee and Nominating & Corporate Governance Committee .
Expertise & Qualifications
- Deep scientific leadership in metabolic disorders; led Merck’s DPP-4 program (Januvia) and discovery of ICE/caspase-1; extensive biotech CEO and board experience (Kallyope, Vertex, Schrödinger) .
- Education: B.S. Chemistry and Biology, Muhlenberg College .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Denali) | 56,823 shares; <1% of outstanding | As of March 31, 2025; includes exercisable derivatives within 60 days |
| Directly held shares | 18,680 | Direct record holdings |
| Options/RSUs within 60 days | 38,143 | Options exercisable and RSUs lapsing within 60 days |
| Director outstanding awards (12/31/2024) | 56,044 options; 6,595 RSUs unvested | As of FY-end 2024 |
| Shares pledged/hedged | None disclosed; company prohibits hedging/pledging | Insider trading policy bars directors from hedging/pledging; no pledges disclosed for Thornberry |
Governance Assessment
- Strengths:
- Independent director with 100% attendance in 2024, improved from 78% in 2023; active on Compensation Committee; signs Compensation Committee report, indicating engagement in pay oversight .
- Strong industry credentials and external board experience enhance board effectiveness; committee service at external companies adds relevant oversight experience .
- Alignment policies: Denali director stock ownership guidelines (≥3x annual cash retainer), anti-hedging/pledging, and company clawback for executives indicate robust governance posture .
- Potential watch items:
- 2023 attendance at 78% (acceptable but below peers who often target ≥90%); improvement in 2024 mitigates concern .
- Multiple external board commitments (Vertex, Schrödinger, NY Genome Center, Adimab) require continued monitoring of time/attention and any potential information interlocks; Denali discloses no related-party transactions involving Thornberry .
- Signals from shareholder votes:
- Denali 2025 say‑on‑pay passed with 109,412,774 for vs 10,796,945 against (non-binding), indicating broad support for compensation oversight (committee includes Thornberry) .
RED FLAGS
- None material disclosed: no related-party transactions tied to Thornberry; no pledging/hedging of Denali stock; independence affirmed; attendance improved to 100% in 2024 .
Appendix: Director Compensation Detail (Thornberry, 2024)
| Item | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $60,000 | |
| Stock Awards (RSUs) – grant-date value | $110,748 | |
| Option Awards – grant-date value | $203,717 | |
| Total | $374,465 |
Appendix: Denali Committee Membership & Attendance (2024)
| Committee | Membership | Meetings (2024) | Attendance (Thornberry) |
|---|---|---|---|
| Compensation | Member (with Flatley – Chair; Klein) | 3 | 100% |
| Board overall | Independent Director | 5 | 100% |
Appendix: Policies
- Director Stock Ownership Guidelines: ≥3x annual cash retainer; compliance deadline is the later of April 16, 2026 or 5th anniversary of initial appointment; sale/transfer limits until compliant .
- Insider Trading, Hedging & Pledging: Policy bars hedging/pledging; applies to directors; limited exceptions require approvals .
- Clawback Policy: Adopted Nov 13, 2023 per Nasdaq Dodd‑Frank rules; applies to executive incentive pay; signals governance rigor (though not specific to directors) .
