Katherine High
INCYTEAbout Katherine A. High
Katherine A. High, M.D., age 73, is an independent director of Incyte, serving since 2020; she is a member of the Science and Technology Committee. She became CEO of RhyGaze AG in January 2025 and previously held senior roles in gene therapy, including President of Spark Therapeutics and President, Therapeutics at Asklepios Biopharmaceutical (AskBio), with a long academic tenure at the University of Pennsylvania and the Howard Hughes Medical Institute; she is currently a Visiting Professor at Rockefeller University . Her credentials emphasize executive, scientific, and medical leadership across drug discovery and development; she also serves on the board of CRISPR Therapeutics AG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RhyGaze AG | Chief Executive Officer | January 2025–present | CEO of private ophthalmology spin-out; leadership and strategy |
| Asklepios Biopharmaceutical, Inc. (Bayer subsidiary) | President, Therapeutics | Jan 2021–Dec 2022 | Led therapeutics portfolio in gene therapy |
| Spark Therapeutics, Inc. | President; Head of R&D; Chief Scientific Officer | 2014–2020 (CSO 2014–2017; Head of R&D 2017–2020; President 2014–2020) | Led discovery, development, and commercialization planning in gene therapy |
| University of Pennsylvania (Perelman School of Medicine) | Professor | 1999–2014 | Academic leadership; translational research |
| Howard Hughes Medical Institute | Investigator | 2003–2014 | Independent biomedical research program leadership |
| Children’s Hospital of Philadelphia | Director, Center for Cellular & Molecular Therapeutics | 2004–2014 | Built and ran clinical/translation center |
| Rockefeller University | Visiting Professor | Current | Academic engagement |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| CRISPR Therapeutics AG | Director | Board service; specific committee roles not disclosed in Incyte proxy |
Board Governance
- Committee membership: Science and Technology Committee (members: Harrigan—Chair, Brawley, High, Schaffert); met 3 times in 2024 .
- Independence: Board determined Dr. High is independent under Nasdaq rules; 89% of the current Board is independent .
- Attendance: All directors attended all four regularly scheduled Board meetings; no director attended fewer than 86% of total Board and committee meetings in 2024 .
- Tenure: Director since 2020; age 73 .
Fixed Compensation
| Component | Policy Detail | 2024 Actual (Katherine A. High) |
|---|---|---|
| Annual Board retainer (cash) | Non-employee director: $60,000 | $70,000 (includes committee fees) |
| Committee membership fees | Science & Technology Committee member: $10,000; Chair: $25,000 | Included in cash total |
| Meeting fees | Not disclosed (none indicated) | Not disclosed |
| Lead Independent Director retainer | $100,000 (not applicable to High) | N/A |
Notes: Effective January 1, 2025 certain committee retainers were increased (e.g., Nominating Chair to $20,000; Compensation members to $12,000), but 2024 actuals reflect prior rates; directors may elect to receive restricted shares in lieu of cash retainers (High did not in 2024) .
Performance Compensation
| Element | Policy | 2024 Actual (Grant-date value) | Vesting/Terms |
|---|---|---|---|
| Annual equity grant (target value) | $400,000 per non-employee director; mix 60% stock options / 40% RSUs | RSUs: $169,630; Options: $254,522; Total: $494,152 | Options: 10-year term, strike = FMV at grant; RSUs and options vest in full on first anniversary/next annual meeting or change-in-control |
| Unvested RSUs at 12/31/2024 | — | 2,830 units | Per policy above |
| Unexercised options at 12/31/2024 | — | 52,744 shares underlying | 10-year term; FMV strike at grant |
| Performance metrics tied to director pay | None disclosed for directors (company’s TSR-based performance shares apply to executives, not directors) | N/A | Executives: performance shares based wholly on TSR for 2024–2025; not applicable to directors |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| CRISPR Therapeutics AG | Dr. High is a current director | No related-party transactions involving High disclosed by Incyte |
| Baker Bros. Advisors LP (major holder) | Not related to High; Board approved Dutch Auction and separate repurchase agreement with Baker entities in 2024 at tender price | Transaction approved by independent Audit & Finance Committee; no nexus to High |
Policy safeguards:
- Overboarding policy: non-CEO directors limited to ≤4 public boards; total board commitments (incl. Incyte) shown as 2 for High (compliant) .
- Prohibitions on pledging, hedging, short-term trading for directors and employees .
Expertise & Qualifications
- Board skills matrix identifies Dr. High’s expertise in drug discovery, development & regulatory and scientific leadership; she holds an MD and brings biopharma industry and operational leadership experience .
- Incyte’s Board highlights her ability to assist oversight of research and development due to academic and industry background (Spark leadership and prior roles) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 63,567 shares | As of April 15, 2025 |
| Ownership % of outstanding | <1% | Based on 193,569,840 shares outstanding |
| Included within 60-day window | 55,574 shares subject to RSUs/options vesting or exercisable within 60 days | Per proxy footnote |
| Unvested RSUs (12/31/2024) | 2,830 | Director table |
| Unexercised options (12/31/2024) | 52,744 | Director table |
| Stock ownership guidelines | Non-employee directors: 6x annual cash retainer; directors either meet or within five-year window to comply | Shares counted include unvested RSUs; options and unearned PSUs excluded |
| Pledging status | Pledging prohibited by insider trading policy (hedging also prohibited) | Alignment-positive |
Insider Trades (Form 4)
Source: insider-trades skill (Form 4 filings); quantities, strike prices, and post-transaction holdings as reported.
Governance Assessment
- Alignment/Independence: Independent director with deep R&D expertise; member of S&T Committee; high attendance culture (all directors at all regular meetings) supports effective oversight .
- Ownership and incentives: Holds equity, with clear stock ownership guidelines and prohibitions on pledging/hedging—positive for investor alignment; director equity vests time-based; no performance metrics tied to director awards (reduces risk of misaligned incentives for oversight role) .
- Conflicts/Related-party: No related-party transactions disclosed involving Dr. High; overboarding policy compliance confirmed; she is CEO of a private company, which falls outside the public-CEO limits; no disclosed interlocks posing supplier/customer conflicts .
- Committee effectiveness: S&T met 3 times in 2024; committee charters emphasize R&D risk oversight—aligned with her background; Audit, Compensation, and Nominating committees fully independent, with strong lead independent director governance .
RED FLAGS: None disclosed specific to Dr. High (no pledging, no related-party transactions, adequate attendance); overall, director compensation includes options which can create modest equity incentive exposure but vesting is time-based and governed by robust policies .