Jacqualyn Fouse
INCYTEAbout Jacqualyn A. Fouse
Independent director of Incyte since 2017; age 63. Former CEO and now Chair of Agios Pharmaceuticals, with prior senior leadership roles at Celgene (President & COO; President, Hematology & Oncology; EVP/CFO), Bunge (CFO), and Alcon (SVP/CFO). Recognized by Incyte’s Board as an Audit Committee Financial Expert. Her background spans corporate finance, financial reporting, and global biopharma operations, aligning with Incyte’s capital allocation and oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Chief Executive Officer; later Chair of the Board | CEO Feb 2019–Aug 2022; Chair since Aug 2022 | Led strategic transition; governance experience as Chair |
| Celgene | President & COO; President, Hematology & Oncology; EVP/CFO; SVP/CFO; Strategic Advisor | 2010–2017 | P&L leadership; capital markets and reporting expertise |
| Bunge Limited | Chief Financial Officer | 2007–2010 | Global agribusiness finance leadership |
| Alcon Laboratories | SVP, CFO & Corporate Strategy; SVP, CFO | 2002–2006 | Healthcare finance and strategy |
| Swissair; Nestlé | Senior roles (Europe) | Prior to 2002 | International operations and finance breadth |
External Roles
| Company | Role | Status/Years | Notes |
|---|---|---|---|
| Agios Pharmaceuticals (NASDAQ: AGIO) | Chair (former CEO) | Current; CEO 2019–2022; Chair since Aug 2022 | Continues governance leadership at a commercial-stage biotech |
| Madrigal Pharmaceuticals (NASDAQ: MDGL) | Director | Current | Shared board with Incyte’s Lead Independent Director Julian C. Baker (interlock) |
| Dick’s Sporting Goods (NYSE: DKS) | Director | 2010–2020 (past) | Consumer sector board experience |
Board Governance
- Independence: Classified as independent under Nasdaq rules; currently 89% of Incyte’s board is independent .
- Tenure at Incyte: Director since 2017 .
- Committee assignments: Audit & Finance Committee (member; designated Audit Committee Financial Expert) and Nominating & Corporate Governance Committee (member) .
- Committee cadence (2024): Audit & Finance met 9 times; Nominating & Corporate Governance met 9 times .
- Attendance: Board held 6 meetings; no director attended fewer than 86% of combined Board and committee meetings; all directors attended all 4 regularly scheduled meetings .
- Overboarding: Company policy limits outside boards; Fouse is within limits. Total board commitments reported as 3 (includes Incyte), compliant with policy .
- Interlocks: Fouse and Lead Independent Director Julian C. Baker both serve on Madrigal’s board, a potential information-flow interlock to monitor .
Fixed Compensation (Director)
| Component (2024 unless noted) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (Non-employee director) | $60,000 | |
| Committee fees (2024 rates) | Audit member $12,500; Nominating member $9,000 | |
| 2025 committee fee increases (effective Jan 1, 2025) | Audit member to $13,500; Nominating member to $10,000; Nominating Chair to $20,000 | |
| Equity award target (all non-employee directors; 2024–2025) | $400,000 total grant date target value (60% options / 40% RSUs) | |
| Fouse – Fees Earned or Paid in Cash (2024) | $81,500 | |
| Fouse – Stock Awards (RSUs; 2024) | $169,630 | |
| Fouse – Option Awards (2024) | $254,522 | |
| Fouse – Total (2024) | $505,652 | |
| Election to take retainer in stock (2024) | Fouse took cash (Restricted Shares in lieu of cash: $0) |
Notes:
- Directors may elect to receive cash retainers/committee fees in restricted shares vesting immediately; Fouse elected cash in 2024 .
Performance Compensation (Director)
| Element | Terms | Metrics |
|---|---|---|
| Annual Options (director) | 10-year term; exercise price = FMV on grant date; vest in full on first anniversary or earlier of next annual meeting/change in control | No performance metrics (time-based vesting) |
| Annual RSUs (director) | Vest in full on first anniversary or earlier of next annual meeting/change in control | No performance metrics (time-based vesting) |
| Equity Mix (director) | 60% options / 40% RSUs of $400,000 target | No PSUs for directors |
Other Directorships & Interlocks
| Director | Shared Company | Nature |
|---|---|---|
| J.A. Fouse and J.C. Baker | Madrigal Pharmaceuticals | Both serve as current directors (potential interlock) |
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep corporate finance and accounting acumen .
- Biopharma operating leadership (Celgene President & COO, President of Hematology & Oncology) and capital markets experience (EVP/CFO), lending strength to oversight of R&D portfolio ROI and capital allocation .
- International leadership experience across U.S. and Europe (Alcon, Bunge, Swissair, Nestlé) .
Equity Ownership
| Item | Detail | As-of | Source |
|---|---|---|---|
| Total beneficial ownership | 129,489 shares | Apr 15, 2025 | |
| Ownership as % of shares outstanding | <1% | Apr 15, 2025 | |
| Unvested RSU awards | 2,830 | Dec 31, 2024 | |
| Options outstanding (unexercised) | 112,681 | Dec 31, 2024 | |
| Hedging/pledging | Prohibited for directors (anti-hedging and anti-pledging policy) | Policy | |
| Director ownership guideline | 6x annual cash retainer | Policy | |
| Compliance status (directors) | All directors/executives have either met their target or are within the 5-year compliance period | Policy status |
Governance Assessment
Strengths
- Independence and tenure balance: Independent since 2017 with relevant operating and financial expertise; designated Audit Committee Financial Expert enhances financial reporting oversight .
- Committee workload and engagement: Serves on Audit & Finance and Nominating & Corporate Governance; both committees met 9x in 2024, and the proxy notes strong attendance (no director under 86%) .
- Ownership alignment and policies: Robust director ownership guideline (6x retainer), company-wide anti-hedging/anti-pledging, and an SEC-compliant clawback policy; directors receive annual equity that vests with service, aligning incentives with long-term value .
- Director pay structure: Mix of cash retainers and at-risk equity is standard and moderate; 2024 total of ~$506k appears consistent with Incyte’s stated peer benchmarking approach for directors .
Watch items / potential red flags
- Board interlock: Shared service with the Lead Independent Director (Julian C. Baker) on Madrigal’s board. While not a related-party transaction, interlocks can concentrate influence and create perception risks; monitor for any governance issues at Madrigal that could spillover, and ensure continued independent decision-making at Incyte .
- Time commitments: Three total public boards (including Incyte) are within Incyte’s overboarding policy, but continued monitoring of attendance and engagement is prudent as committee responsibilities remain high .
Contextual governance signals (company-level)
- Related-party process: A 2024 stock purchase with Baker-related entities to maintain ownership post-tender was approved by the Audit & Finance Committee composed of independent and disinterested directors—an important safeguard indicating process rigor .
- Say-on-pay: Incyte reports annual approval of say-on-pay since 2011, suggesting sustained investor support for compensation governance, albeit focused on executives rather than directors .
Overall: Fouse brings strong finance and operating credentials, is active on key oversight committees, and aligns via standard director equity. The principal governance consideration is a board interlock with the Lead Independent Director at Madrigal; continued vigilance on independence and workload is recommended.