Bruce Carter
ENANTA PHARMACEUTICALSAbout Bruce L. A. Carter
Bruce L.A. Carter, Ph.D. (age 81) has served on Enanta’s Board since November 2013 and as non‑executive Chairman since December 2015. He is an Affiliate Professor of Biochemistry at the University of Washington (since 1986) and previously served as CEO/Chairman of ZymoGenetics, CSO of Novo Nordisk, and Executive Chairman of Immune Design; he holds a Ph.D. in microbiology from Queen Elizabeth College, University of London, and a B.Sc. (Hons) in botany from the University of Nottingham . He is designated an independent director under Nasdaq rules via his committee memberships, including Compensation and Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Washington (Biochemistry) | Affiliate Professor | 1986–present | Academic appointment |
| ZymoGenetics, Inc. | President & CEO; Chairman of the Board | CEO 1998–2009; Chairman 2005–2010 (until acquisition by BMS Oct 2010) | Led company through acquisition by Bristol‑Myers Squibb |
| Novo Nordisk | Chief Scientific Officer | 1994–1999 | Senior R&D leadership |
| Immune Design Corp. | Executive Chairman; Director | Exec Chair 2009–2011; Director 2000–2009 | Early‑stage biotech leadership |
| ZymoGenetics; G.D. Searle & Co. | Research roles | Prior to executive positions | Scientific background |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Mirati Therapeutics (public biopharma) | Director | Current (as disclosed) | Not specified in proxy |
| Dr. Reddy’s Laboratories Limited (public pharma) | Independent Director | Served during past five years | Ended prior to proxy date |
Board Governance
- Structure and independence: Carter serves as non‑executive Chairman; CEO and Chair roles are separated to preserve independence; Board reviews ESG matters formally .
- Committees and roles:
- Compensation Committee: Member; committee chaired by Kristine Peterson; eight meetings in 2024; all members independent under Nasdaq .
- Nominating & Corporate Governance Committee: Member; committee chaired by Terry Vance; one meeting in 2024; all members independent .
- Audit Committee: Not a member; members were Mark Foletta (Chair), Terry Vance, Lesley Russell; five meetings in 2024; reviews related person transactions .
- Attendance and engagement: Board held 11 meetings in 2024; independent directors held executive sessions at four meetings; every director attended at least 75% of Board/committee meetings and attended the 2024 annual meeting .
Fixed Compensation
Director cash compensation structure is formulaic; Carter’s cash total matches policy components.
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (non‑employee director) | $50,000 | $50,000 |
| Additional retainer (Chairman of the Board) | $35,000 | $35,000 |
| Compensation Committee – member fee | $7,500 | $7,500 |
| Nominating & Corporate Governance Committee – member fee | $5,000 | $5,000 |
| Meeting fees | $0 (none paid) | $0 (none paid) |
| Total fees earned or paid in cash | $97,500 | $97,500 |
- Non‑employee director compensation caps under the 2019 Equity Plan: $900,000 in year of initial election; $600,000 thereafter (cash + equity, grant‑date fair value basis) .
Performance Compensation
Non‑employee director equity is delivered via annual stock option grants; vesting is time‑based, not performance‑based.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual option grant – grant date | March 3, 2023 | March 6, 2024 |
| Annual option grant – shares | 10,800 | 15,700 |
| Vesting schedule | Vests monthly until the next annual meeting | Vests monthly until the next annual meeting |
| Grant‑date fair value (ASC 718) | $256,406 | $256,406 |
| Option shares outstanding (as of fiscal year‑end) | 61,800 (Sept 30, 2023) | 77,500 (Sept 30, 2024) |
| Exercise price range for outstanding options | Not disclosed for FY2023 | $15.66 to $102.54 (range across outstanding options) |
- Director equity policy: annual option award at the annual meeting for those serving ≥6 months; new directors typically receive ~1.7× the annual grant, vest monthly over three years .
- Repricing protections: the equity plan prohibits option repricing or cash buyouts of underwater options without stockholder approval .
Other Directorships & Interlocks
| Company | Relationship to ENTA | Potential Interlock/Conflict |
|---|---|---|
| Mirati Therapeutics | External public board | None disclosed by ENTA; standard outside board service |
| Dr. Reddy’s Laboratories | External public board (past five years) | None disclosed; prior service only |
- Related‑party transactions: Enanta reports no related‑person transactions since the beginning of FY2024; Audit Committee is responsible for oversight per written policy .
Expertise & Qualifications
- Scientific and executive credentials: Former CEO/Chairman (ZymoGenetics), CSO (Novo Nordisk), Executive Chairman (Immune Design); extensive biopharma operating experience in the U.S. and Europe .
- Academic and educational background: Affiliate Professor of Biochemistry (University of Washington); Ph.D. in microbiology (Queen Elizabeth College, University of London); B.Sc. (Hons) in botany (University of Nottingham) .
- Board exposure: Current director at Mirati; prior independent director at Dr. Reddy’s; Enanta non‑executive Chairman .
Equity Ownership
| Metric | As of Dec 15, 2023 | As of Dec 16, 2024 |
|---|---|---|
| Beneficially owned shares | 60,900 | 76,191 |
| Percent of shares outstanding | <1% (indicated by “*”) | <1% (indicated by “*”) |
| Options outstanding (reference) | 61,800 (Sept 30, 2023) | 77,500 (Sept 30, 2024) |
- Section 16(a) compliance: ENTA states executive officers/directors complied with filing requirements in FY2024 (one late filing was an officer’s RSU tax withholding, not a director); FY2023 compliance also reported .
Governance Assessment
- Strengths:
- Independent, non‑executive Chairman; separation of chair/CEO roles; formal ESG oversight .
- Active governance involvement via Compensation and Nominating & Corporate Governance Committees; all committee members independent; robust meeting cadence (Comp: 8; Nominating: 1; Audit: 5 in 2024) .
- Consistent attendance benchmarks met; executive sessions held at four Board meetings; full director attendance at the 2024 annual meeting .
- Director pay structure predominantly fixed retainer plus committee fees, with at‑risk equity via options that vest over service; compensation capped under equity plan .
- No related‑party transactions; Audit Committee oversight of such matters; equity plan prohibits option repricing without shareholder approval .
- Independent compensation consultant (Alpine Rewards LLC) engaged; confirmed independent; provides benchmarking for executives and director pay .
- Monitoring items:
- Advanced tenure and age suggest succession/refresh focus remains important; ENTA’s Nominating & Corporate Governance Committee manages board refresh through a defined recruiting process .
- Director equity is time‑based (no performance metrics disclosed for directors), so alignment depends on stock price appreciation and ownership accumulation rather than KPI‑tied awards .