James Bristol
About James Bristol
James Bristol, age 78, serves as Chairman of the Board at Ernexa Therapeutics (ERNA) and has been a director since October 2023. He holds a Ph.D. in organic chemistry from the University of New Hampshire and a B.S. in Chemistry from Bates College; he previously oversaw global drug discovery at Pfizer as SVP (2003–2007) and has authored over 100 publications, abstracts, and patents . The board has determined he is independent under Nasdaq rules (all current directors except the CEO are independent), and the company separates the Chair and CEO roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Global R&D | SVP, Worldwide Drug Discovery Research | 2003–2007 | Oversaw ~3,000 scientists across seven sites; produced development candidates in 11 therapeutic areas . |
| Schering-Plough; Parke-Davis | Drug discovery, research & preclinical development | 32-year career | Senior R&D roles in discovery and preclinical development . |
| Frazier Healthcare Partners | Senior Advisor | Since 2009 | Strategic advisory to life sciences portfolio . |
| Deciphera Pharmaceuticals (public) | Director | Aug 2007–Dec 2024 | Long-tenured board service at oncology biotech . |
| Erasca, Inc. (public) | Director | Since 2018 | Current public company directorship . |
| Ignyta (public; acquired by Roche 2018) | Director | 2014–2018 | Board service through successful sale to Roche . |
| SUDO Biosciences | Director | Jun 2021–Dec 2023 | Board service at preclinical biotech . |
| Cadent Therapeutics | Director | 2011–2020 | Board service in neuroscience . |
External Roles
| Company | Role | Status/Timing | Notes |
|---|---|---|---|
| Erasca, Inc. | Director | Since 2018 | Ongoing public company board role . |
| Deciphera Pharmaceuticals | Director | Aug 2007–Dec 2024 | Tenure ended Dec 2024 . |
| Ignyta | Director | 2014–2018 | Acquired by Roche in 2018 . |
| SUDO Biosciences | Director | Jun 2021–Dec 2023 | Private biotech . |
| Cadent Therapeutics | Director | 2011–2020 | Private biotech . |
Board Governance
- Board leadership: Bristol is Chairman, separate from the CEO; structure aims to enhance oversight and liaison with management .
- Committee memberships and roles (current, as disclosed):
| Committee | Membership | Chair |
|---|---|---|
| Audit Committee | James Bristol (Member), Peter Cicala (Member) | William Wexler (Chair) |
| Compensation Committee | James Bristol (Member), Peter Cicala (Member) | William Wexler (Chair) |
| Nominating & Corporate Governance Committee | James Bristol (Chair), Peter Cicala (Member), William Wexler (Member) | Bristol (Chair) |
- Independence and expertise:
- All non-employee directors, including Bristol, are independent under Nasdaq standards; Wexler is the audit committee financial expert; the committee members are financially literate .
- Attendance and engagement:
- 2024 meeting counts: Board (13), Audit (4), Compensation (1), Nominating & Corporate Governance (1) .
- Each director attended at least 75% of the aggregate of board and applicable committee meetings in 2024 .
- Risk oversight: The board administers risk oversight, with the audit committee reviewing major financial risk exposures, internal controls, compliance, and related-person transactions .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Membership Fees ($) | Committee Chair Fees ($) | Meeting Fees ($) |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 |
The company states it has a non-employee director compensation program (retainers and equity), but since August 2022 has not compensated non-employee directors in accordance with that program; during 2024, directors were not compensated in cash for board service .
Performance Compensation
| Grant Date | Instrument | Shares/Options | Grant-Date Fair Value ($) | Vesting | Strike Price | Expiration |
|---|---|---|---|---|---|---|
| April 2024 | Stock Options | 124,525 | 167,200 | Vest in full on the one-year anniversary of grant | — | — |
No performance metrics were disclosed for director compensation; April 2024 option awards to Bristol were time-based (service vesting) rather than performance-based . Strike price and expiration terms for the April 2024 grant to Bristol were not disclosed in the proxy excerpts provided.
Other Directorships & Interlocks
| External Board | Role | Overlap/Interlock with ERNA Stakeholders | Potential Conflicts |
|---|---|---|---|
| Erasca, Inc. | Director | None disclosed | None disclosed . |
| Deciphera Pharmaceuticals | Director (ended 12/2024) | None disclosed | None disclosed . |
| Ignyta | Director (ended 2018) | None disclosed | None disclosed . |
| SUDO Biosciences | Director (ended 12/2023) | None disclosed | None disclosed . |
| Cadent Therapeutics | Director (ended 2020) | None disclosed | None disclosed . |
Expertise & Qualifications
- Deep biopharma R&D leadership: SVP at Pfizer overseeing large global teams and multi-therapeutic pipelines .
- Academic credentials: Ph.D. in organic chemistry (University of New Hampshire), postdoctoral research at University of Michigan and The Squibb Institute .
- Boardroom experience: Multiple public and private company directorships spanning oncology and biotechnology .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common Shares Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| James Bristol | 124,525 | <1% | April 14, 2025 | Beneficial ownership includes options currently exercisable or exercisable within 60 days; 62,178,945 common shares outstanding . |
- Hedging policy: Directors, officers, employees, and related persons are prohibited from engaging in hedging transactions (e.g., collars, swaps, exchange funds) on company equity .
- Pledging: No disclosure of share pledging by Bristol; none indicated in provided materials .
Insider Trades
| Filing Date | Transaction Date | Form | Reporter | Summary |
|---|---|---|---|---|
| 2025-02-10 | 2025-02-07 | Form 4 | BRISTOL JAMES ARTHUR | Form 4 filing recorded; specific share and transaction code details not available in accessible excerpts . |
| 2024-04-29 | 2024-04-29 | Aggregator record | Bristol James Arthur | “Sale” of 124,525 shares shown by third-party aggregator; treat cautiously pending direct SEC Form 4 detail . |
Note: Where the SEC Form 4 XML is not directly accessible, we cite the company’s SEC filings page and third-party trackers for awareness. The April 2024 “Sale -124,525” on RedChip may reflect a transaction code or administrative entry rather than an open-market sale; verify against the underlying SEC Form 4 for final transaction codes and quantities .
Governance Assessment
-
Strengths
- Independent Chair: Bristol’s role as Chairman, separate from the CEO, supports board oversight and investor confidence .
- Committee leadership and coverage: As Chair of Nominating & Corporate Governance and member of Audit and Compensation, Bristol has broad governance touchpoints (succession, oversight, pay) .
- Attendance and engagement: 2024 attendance at or above 75% threshold; robust meeting cadence (13 board meetings, multiple committee sessions) .
- Risk oversight and related-party review: Audit Committee (of which Bristol is a member) reviews major financial risks and related-person transactions under a formal policy .
- Hedging prohibited: Policy strengthens alignment by disallowing hedging of company equity .
-
Watch items / Potential concerns
- Cash retainer and fee structure suspended: Non-employee directors not compensated per the formal program since August 2022; 2024 cash compensation for directors was $0, with equity grants used sparingly—signals extreme cash conservation but may affect board recruitment/retention .
- Modest personal stake: Bristol’s beneficial ownership is <1% (124,525 shares/options); alignment exists but is not sizable relative to float .
- Large shareholder influence environment: Significant holders (e.g., ~32.84% at Measurement Date) create a governance context where board independence must be vigilant; not specific to Bristol but relevant to board dynamics .
- Insider trade clarity: At least one Form 4 (Feb 2025) and a third-party log entry (Apr 2024) warrant verification of transaction codes to rule out any appearance issues; no Bristol-related related-party transactions disclosed .
-
Overall view: Bristol brings substantial R&D and public board experience, is independent, and holds key governance roles. Equity-heavy compensation and prohibited hedging support alignment, though limited ownership and suspended cash fees are notable. Continued transparency on director equity terms (strike/expiration) and confirmation of insider transaction codes would strengthen investor confidence .