Barbara Duncan
Director at HALO
Board
About Barbara Duncan
Barbara Duncan (age 60) is an independent director of Halozyme Therapeutics (HALO) since 2023 and serves as Audit Committee Chair and a member of the Compensation Committee; she is designated an SEC “audit committee financial expert.” Her background includes CFO roles at Intercept Pharmaceuticals (2009–2016) and DOV Pharmaceutical (2001–2009, later CEO), and earlier corporate finance positions at Lehman Brothers and SBC Warburg Dillon Read; she began her career in audit at Deloitte and PepsiCo. She holds a BBA from Louisiana State University and an MBA from The Wharton School of the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercept Pharmaceuticals, Inc. | Chief Financial Officer & Treasurer | May 2009 – June 2016 | Led financing strategy incl. IPO and follow-ons; built international ops; prepared for commercial launch |
| DOV Pharmaceutical, Inc. | CFO, then Chief Executive Officer | 2001 – 2009; sale in 2010 | Restructured partnerships; negotiated licensing; led sale to Euthymics |
| Lehman Brothers Inc. | Vice President, Corporate Finance – Global Healthcare | 1998 – 2001 | M&A advisory; valuations; strategic structuring |
| SBC Warburg Dillon Read Inc. | Director, Corporate Finance | 1994 – 1998 | Corporate finance leadership |
| PepsiCo, Inc. | International Audit division | 1989 – 1992 | Internal audit experience |
| Deloitte & Touche LLP | Certified Public Accountant, Audit | 1986 – 1989 | Public accounting audit experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Atea Pharmaceuticals, Inc. | Director | Current | Not disclosed in HALO proxy |
| Ovid Therapeutics, Inc. | Director | Current | Not disclosed in HALO proxy |
| Prior public boards | Director | Prior | Aevi Genomics Medicine; Adaptimmune; Fusion Pharmaceuticals; Immunomedics; Innoviva; Jounce Therapeutics; ObsEva S.A. |
Board Governance
- Independence: Barbara Duncan is independent under Nasdaq rules .
- Committee roles (2024): Audit (Chair); Compensation (Member). Audit = 5 meetings; Compensation = 5 meetings .
- Audit oversight scope includes ICFR, auditor independence, pre-approval of services, related-party transaction approval, cybersecurity oversight; Duncan recognized as audit committee financial expert .
- Board structure: Separate Chair/CEO; Chair is non-employee (Jeff Henderson) since May 2022 .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings; all eight directors attended the 2024 annual meeting; independent directors hold executive sessions each regular meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Barbara Duncan) | $85,220 | Aggregate cash paid in 2024 |
| Board annual cash retainer | $50,000 | Non-employee directors |
| Audit Committee Chair retainer | $30,000 | Additional annual retainer |
| Compensation Committee member retainer | $10,000 | Additional annual retainer |
| Nominating & Corporate Governance member retainer | $5,000 | Additional annual retainer |
| Board Chair retainer (not applicable to Duncan) | $125,000 | For Board Chair |
Performance Compensation
| Component | Value | Grant cadence | Vesting | Notes |
|---|---|---|---|---|
| 2024 RSU grant (Barbara Duncan) | $250,028 | Immediately following annual meeting | Vests in full on 1st anniversary or next annual meeting | Subject to acceleration upon change-of-control |
| 2024 Stock option grant (Barbara Duncan) | $150,009 | Immediately following annual meeting | Vests in full on 1st anniversary or next annual meeting; 3-year post-termination exercise for directors (subject to option term) | Subject to acceleration upon change-of-control |
| Initial director grants (if joining between meetings) | Prorated RSU $62,500–$187,500; Options $37,500–$112,500 | On appointment | Vests at next annual meeting | Proration depends on quarters served |
Performance metrics (directors): None disclosed; director equity not tied to operational/financial metrics; options align with shareholder returns via strike-price dependency .
Deferred compensation elections:
- Cash Deferral Plan: Directors may defer cash retainers; credited to investment funds; paid post-service in lump or installments up to 5 years .
- Equity Deferral Plan: Directors may convert cash retainers into RSUs and/or defer RSU payouts; RSUs credited using 10-day average price; dividend equivalents accrue; paid post-service (or earlier upon change in control) in stock .
Other Directorships & Interlocks
| Company | Relationship to HALO (potential conflict) |
|---|---|
| Atea Pharmaceuticals; Ovid Therapeutics | No HALO-disclosed related-party transactions; Audit Committee pre-approves any related-party arrangements; none requiring disclosure since prior fiscal year |
No disclosed interlocks with HALO’s major collaboration partners (e.g., Janssen, Roche, argenx) in the proxy; no related-party transactions requiring disclosure—reducing conflict risk .
Expertise & Qualifications
- Finance and capital markets: Extensive CFO experience; led Intercept IPO/follow-ons; managed IR, banking relationships .
- M&A: Transaction advisory at Lehman; led DOV sale as CEO .
- Pharma business leadership & operations: Senior roles at Intercept and DOV; licensing and partnership restructurings .
- International business: Built out global operations at Intercept; cross-border corporate finance experience .
- Audit committee financial expert designation under SEC rules .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Barbara Duncan) | 35,929 shares; <1% | As of March 4, 2025; percent of 123,533,310 shares outstanding |
| Aggregate option awards outstanding | 8,804 options | As of Dec 31, 2024 |
| Unvested stock awards outstanding | 6,501 shares | As of Dec 31, 2024 |
| Vested deferred stock awards outstanding | 9,253 shares | Equity Deferral Plan holdings |
| Director stock ownership guideline | ≥5× base annual cash retainer | Five-year compliance window; retention requirements mirror executive policy |
| Hedging/pledging policy | Prohibited for directors | Insider Trading Policy bans pledging and hedging |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair and SEC “financial expert,” supporting robust oversight of financial reporting, ICFR, and cyber risk .
- Active committee engagement: Audit (Chair, 5 meetings), Compensation (member, 5 meetings); Board held 11 meetings; ≥75% attendance threshold met; annual meeting attendance by all directors .
- Alignment: Heavy equity mix for directors (annual RSU ~$250k; options ~$150k) vs cash ($85k in 2024), plus ownership guidelines (≥5× retainer) and anti-hedging/pledging—strong shareholder alignment signals .
- No related-party transactions requiring disclosure—low conflict profile .
- Shareholder support: 2024 say-on-pay approval ~97.9%; 2025 say-on-pay passed (Votes For: 98,252,464; Against: 3,966,034; Abstain: 168,127) .
-
Watch items
- Multiple external board commitments (Atea, Ovid); monitor bandwidth and potential informational interlocks as HALO’s partner ecosystem evolves (no conflicts disclosed) .
- Director equity accelerates upon change-in-control; while common, investors should assess potential deal incentives relative to long-term value .
Director Compensation (Detail)
| Director | Cash Fees (2024) | Stock Options (Grant-Date FV) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|---|
| Barbara Duncan | $85,220 | $150,009 | $250,028 | $485,257 |
Committee Memberships (Board FY2024)
| Committee | Members | Meetings |
|---|---|---|
| Audit | Barbara Duncan (Chair); Jeffrey W. Henderson; Matthew L. Posard | 5 |
| Compensation | Bernadette Connaughton (Chair); Barbara Duncan; Connie L. Matsui | 5 |
| Nominating & Corporate Governance | Matthew L. Posard (Chair); Mahesh Krishnan; Moni Miyashita | 4 |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 97.9% approval .
- 2025 say-on-pay vote: For 98,252,464; Against 3,966,034; Abstain 168,127; Broker non-votes 10,380,378 .
Compensation Committee Analysis (Context)
- Independent consultant FW Cook advises the Compensation Committee; assessed as independent with no conflicts; committee reviews executive and director pay, peer groups, and risk .
- Compensation risk assessment concluded programs not reasonably likely to have a material adverse effect; robust controls include ownership, clawback, anti-hedging/pledging .
No employment contract terms apply to Duncan as a non-employee director; changes in committee composition and board nominations are disclosed in the proxy and 8-Ks; no related-party transactions requiring disclosure were identified .