Lesley Russell
ENANTA PHARMACEUTICALSAbout Lesley Russell
Lesley Russell, MBChB, MRCP, age 64, has served as an independent director of Enanta Pharmaceuticals since November 2016; she is nominated for re‑election as a Class III director at the 2025 Annual Meeting . A physician-executive with senior R&D and operating leadership across biotech and pharma, she earned her medical degree from the University of Edinburgh and is a Member of the Royal College of Physicians (UK) . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innocoll Holdings plc | Chief Medical Officer | Apr 2016–Nov 2017 | Public biotech; senior clinical leadership |
| TetraLogic Pharmaceuticals | Chief Operating Officer & Chief Medical Officer | From Aug 2013 | Public biotech; operational and clinical oversight |
| Cephalon, Inc. | EVP & Chief Medical Officer; earlier medical executive | EVP/CMO Sep 2006–Oct 2011; at Cephalon Jan 2000–2011 | Executive drug development leadership prior to acquisition by Teva |
| Teva Pharmaceuticals (Global Branded Products) | SVP & Global Head, R&D | Oct 2011–Jul 2012 | Post‑acquisition integration and R&D leadership |
| US Bioscience; Eli Lilly; Amgen | Medical research/leadership positions | Prior roles (dates not individually specified) | Broad industry and therapeutic experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Imugene Limited (Australia) | Independent Director | Current | Public biotechnology company |
| Chimeric Therapeutics Limited (Australia) | Independent Director | Current | Public biotechnology company |
| AMAG Pharmaceuticals, Inc. | Independent Director | Prior (within past 5 years) | Public specialty pharma |
| Endocyte Pharmaceuticals, Inc. | Independent Director | Prior (within past 5 years) | Public biotechnology company |
Board Governance
- Independence: The Board determined Dr. Russell is independent under Nasdaq standards; she serves on key committees as an independent director .
- Committee assignments: Audit Committee member (Audit Committee held five meetings in 2024); Nominating & Corporate Governance Committee member (held one meeting in 2024); not a member of the Compensation Committee .
- Attendance and engagement: The Board met 11 times in 2024 with four executive sessions of independent directors; each director then in office attended at least 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Re‑election: Nominated for election as a Class III director; Board recommends a vote FOR .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee director base retainer (from calendar 2024) |
| Audit Committee member fee | $10,000 | Member fee (Chair: $20,000; other member: $10,000) |
| Nominating & Corporate Governance member fee | $5,000 | Member fee (Chair: $10,000; other member: $5,000) |
| Meeting fees | $0 | No meeting fees; compensation via retainers and committee fees |
| Total cash fees paid (FY 2024) | $65,000 | As reported for Dr. Russell |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Non‑employee director stock option | Mar 6, 2024 | 15,700 | Vests monthly until next Annual Meeting | $256,406 (ASC 718) |
| Aggregate option shares outstanding | As of Sep 30, 2024 | 76,500 | Various historical grants; outstanding options across directors had exercise prices ranging from $15.66 to $102.54 | N/A |
Performance metric design for director pay: Director equity is time‑based (monthly vesting) without performance conditions; no director PSUs or rTSRUs are granted. Company policy prohibits stock option repricing without shareholder approval; hedging and pledging of company stock are prohibited .
Other Directorships & Interlocks
| Company | Relationship to ENTA | Potential Interlock/Conflict Indicator |
|---|---|---|
| Imugene Limited; Chimeric Therapeutics Limited | External public biotech directorships | No related‑party transactions disclosed; Board policy requires Audit Committee review of any related person transactions; none since start of FY2024 |
Expertise & Qualifications
- Clinical development leadership as EVP/CMO at Cephalon and SVP/Global Head R&D (Global Branded Products) at Teva following acquisition; prior operating and clinical leadership at TetraLogic and Innocoll .
- Broad medical research background across US Bioscience, Eli Lilly, and Amgen; MBChB (University of Edinburgh) and MRCP (UK) credentials .
- Financial literacy for Audit Committee service; Audit Committee members (including Dr. Russell) are independent and meet SEC/Nasdaq requirements (committee financial expert designation applies to other members) .
Equity Ownership
| Metric | Date/Period | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership | Dec 16, 2024 | 75,191 shares | Consists entirely of options exercisable within 60 days; less than 1% of outstanding shares |
| Shares outstanding | Jan 21, 2025 | 21,332,544 | For quorum/voting reference |
| Director options outstanding | Sep 30, 2024 | 76,500 shares | Aggregate option count held; exercise prices across directors range $15.66–$102.54 |
| Hedging/pledging | Policy | Prohibited for directors and employees | Insider trading policy bans hedging/pledging |
| Section 16 compliance | FY2024 | In compliance | One late filing noted for a CMO tax withholding transaction; no director exceptions disclosed |
Governance Assessment
- Strengths: Independent status; dual committee membership (Audit; Nominating & Corporate Governance); Board and committee attendance thresholds met; standard, shareholder‑friendly policies (no option repricing without approval; anti‑hedging/pledging; clawback policy) .
- Alignment: Director compensation mix balances cash retainers with annual option grants; options vest over the director service year, aligning incentives to ongoing Board engagement .
- Conflicts: No related‑party transactions since the start of FY2024; Audit Committee oversees any related person transactions per written policy .
- Watch items: Company disclosed that 100% of outstanding options under the 2019 plan were out‑of‑the‑money as of Dec 31, 2024, which can diminish incentive value; the Board seeks shareholder approval to increase the equity plan reserve to maintain retention/program effectiveness . External board commitments (Imugene; Chimeric) should be monitored for time demands, though no conflicts are disclosed in ENTA’s proxy .