James Bristol
About James A. Bristol
James A. Bristol, Ph.D. (age 78) is an independent director of Erasca and served as Lead Independent Director beginning July 2023 through the 2025 Annual Meeting term, bringing more than three decades of drug discovery and preclinical development leadership at Schering‑Plough, Parke‑Davis, and Pfizer, where he was SVP, Worldwide Drug Discovery (2003–2007) . He has served on Erasca’s board since July 2018; his academic credentials include a Ph.D. in organic chemistry (University of New Hampshire) and a B.S. in Chemistry (Bates College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | SVP, Worldwide Drug Discovery Research, Pfizer Global R&D | 2003–2007 | Led discovery leading to approved drugs; author on 100+ publications/patents; involved with Lipitor, Lyrica, Ibrance programs |
| Parke‑Davis; Schering‑Plough | Senior R&D roles (Drug discovery, research, preclinical development) | 30+ years (prior to 2007) | Built discovery capabilities and pipelines |
| Frazier Healthcare Ventures | Senior Advisor | Since 2009 | Strategic advisory to portfolio companies |
| James Bristol LLC | Consultant | Since 2007 | Drug discovery consultancy |
| Ignyta, Inc. | Director | 2014–Feb 2018 | Board oversight through sale to Roche |
| Cadent Therapeutics, Inc. | Director | 2011–Jan 2021 | Board oversight pre‑exit |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Deciphera Pharmaceuticals, Inc. | Public | Chairperson; Director | Director since 2007; Chair since 2015 | Oncology peer; potential information flow considerations in same sector |
| Ignyta, Inc. (past) | Public (acquired) | Director | 2014–Feb 2018 | Sold to Roche |
| Cadent Therapeutics, Inc. (past) | Private (acquired) | Director | 2011–Jan 2021 | Board role through exit |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Bristol independent under Nasdaq rules |
| Lead Independent Director | Elected July 2023; served through 2025 Annual Meeting term; responsibilities include presiding over executive sessions of independent directors, agenda feedback, and liaison duties |
| Committees (2024–2025) | Compensation Committee – Chair; Nominating & Corporate Governance – Member |
| Attendance | Board met 6 times in 2024; each director attended ≥75% of Board and committee meetings during service |
| Compensation Committee Interlocks | None disclosed (no insiders on committee; no reciprocal interlocks) |
| Executive Sessions | LID presides over meetings without Chair/CEO present and may call separate independent director sessions |
| Risk Oversight | Comp Committee assesses comp‑related risk; N&CG oversees independence and conflicts; Audit on financial/cyber risk |
Fixed Compensation
| Component (2024) | Amount | Basis/Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Standard non‑employee director retainer |
| Lead Independent Director premium | $30,000 | Additional annual cash for LID |
| Compensation Committee Chair fee | $10,000 | Chair retainer |
| Nominating & Corporate Governance Committee member fee | $4,000 | Member retainer |
| Total 2024 cash fees (reported) | $84,000 | Matches fees earned column for Bristol in 2024 director comp table |
Updates effective 2025: Compensation Committee chair/member retainers increased to $12,000/$6,000; Nominating & Governance chair/member to $10,000/$5,000 .
Performance Compensation
| Equity Element | 2024 Program | 2025 Program Update | Vesting |
|---|---|---|---|
| Initial option grant (upon board election) | 120,000 options | 240,000 options | Time‑based; vest over 3 years (initial) or next AGM/1 year for annual grants |
| Annual option grant | 60,000 options | 120,000 options | Vests on earlier of first anniversary or next AGM |
| Cash‑for‑options election | Directors may elect options in lieu of cash retainers | Continues | Options granted on Jan 1; monthly vesting across the year |
Selected insider‑reported director option grants:
- 2025‑06‑24: 120,000 options granted at $1.45 strike; vest 100% on 06/24/2026; expire 06/23/2035
- 2025‑01‑01: Form 4 filed (annual reporting of director award/election)
- 2024‑06‑20/21: Form 4 filed (director option activity)
- 2024‑01‑01/03: Form 4 filed; option vesting noted monthly in 1/12ths (director election)
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Deciphera Pharmaceuticals, Inc. | Oncology | Chairperson; Director | Same therapeutic area as Erasca; no related‑party transactions disclosed with Erasca |
| Committee Interlocks (Erasca) | — | — | None reported per Compensation Committee interlocks disclosure |
Expertise & Qualifications
- Deep drug discovery and development expertise with contributions to programs culminating in FDA‑approved drugs (Lipitor, Lyrica, Ibrance) and numerous clinical candidates; author on 100+ publications, abstracts, and patents .
- Senior operating experience building R&D organizations and pipelines; governance experience as public company chair and director across multiple biotech boards .
- Board skills matrix credits Bristol with biopharma industry, operational leadership, discovery/development/regulatory, and corporate governance expertise .
Equity Ownership
| As of April 15, 2025 | Amount |
|---|---|
| Total beneficial ownership (shares) | 389,279 (includes 187,500 common, 20,000 in family trust, and 181,779 options exercisable within 60 days) |
| Ownership % of outstanding | <1% (denoted “*” in table) |
| Options outstanding at 12/31/2024 | 222,747 options |
| Hedging/Pledging | Company policy prohibits pledging and hedging of company stock by directors |
Insider trading activity (latest):
| Date (Filing) | Type | Key Terms | Link |
|---|---|---|---|
| 2025‑06‑26 (for 06‑24‑2025) | Form 4 | 120,000 options; $1.45 strike; vest 06/24/2026; expire 06/23/2035 | https://investors.erasca.com/sec-filings/sec-filing/4/0000950170-25-090418 |
| 2025‑01‑02 (for 01‑01‑2025) | Form 4 | Director equity/retainer election reported | https://investors.erasca.com/sec-filings/sec-filing/4/0000950170-25-000630 |
| 2024‑06‑21 (for 06‑20‑2024) | Form 4 | Director option activity reported | https://investors.erasca.com/static-files/813688ad-210d-41d7-b07a-a29d2cc1591f |
| 2024‑01‑03 (for 01‑01‑2024) | Form 4 | Option grant vests monthly in 1/12ths beginning one month from grant | https://investors.erasca.com/sec-filings/sec-filing/4/0001209191-24-000272 |
Fixed Compensation (Director Pay Mix – 2024 Actuals)
| Component | $ Amount | Notes |
|---|---|---|
| Cash fees earned/paid | $84,000 | Retainers as LID, Comp Chair, N&CG member |
| Option awards (grant date fair value) | $95,095 | Includes annual grant and incremental value from cash‑for‑options election (if elected) |
| Total | $179,095 | 2024 director compensation table |
Performance Compensation (Metrics and Structure)
- Director equity is time‑based (no performance metrics); initial and annual option grants vest either annually or over three years as specified; directors may elect to receive options in lieu of cash retainers with monthly vesting across the calendar year .
- Company maintains a Dodd‑Frank‑compliant clawback policy covering erroneously paid incentive compensation to Section 16 officers (policy scope disclosed; directors’ equity is time‑based) .
Governance Assessment
- Board effectiveness: Bristol provides strong scientific and R&D governance depth; as past Lead Independent Director and current Compensation Chair, he anchors independent oversight and executive pay governance; all non‑management committee members are independent; no interlocks disclosed .
- Independence/engagement: Board deemed him independent; met attendance threshold (≥75%); LID responsibilities include executive sessions—supporting robust independent deliberations .
- Alignment: Holds equity and routinely receives annual option grants; hedging/pledging prohibited, supporting shareholder alignment; beneficial ownership <1% by shares outstanding, typical for a small‑cap biotech director .
- Conflicts/related party: No related‑party transactions involving Bristol disclosed; external chair role at Deciphera (oncology) creates potential information‑flow sensitivity but no transactions with Erasca reported; Audit Committee oversees related‑party policy .
- Compensation governance: Compensation Committee uses an independent consultant (Alpine Rewards) with no conflicts; committee reviews pay and risks; program updates in 2025 modestly increase director retainers and equity sizing, consistent with market .
RED FLAGS: None disclosed specific to Bristol (no pledging/hedging, no related‑party transactions, no attendance concerns, no committee interlocks). Monitor potential competitive overlap governance hygiene given his chair role at Deciphera in the same therapeutic area; ensure continued adherence to confidentiality and conflict management policies .