Otis Brawley
INCYTEAbout Otis W. Brawley
Independent director of Incyte since 2021; age 65. Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University (since Jan 2019). Prior roles include Chief Medical and Scientific Officer, American Cancer Society (2007–2018). Brings deep oncology, hematology, epidemiology, and public health leadership to Incyte’s R&D oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johns Hopkins University | Bloomberg Distinguished Professor of Oncology and Epidemiology | Jan 2019–present | Academic leadership in oncology/epidemiology |
| American Cancer Society | Chief Medical and Scientific Officer | Apr 2007–Dec 2018 | Led medical/scientific programs |
| Georgia Cancer Center at Grady Memorial Hospital | Director | Jan 2002–Aug 2007 | Center leadership |
| Emory University | Professor of hematology, oncology, medicine and epidemiology | Apr 2001–Dec 2018 | Academic/clinical leadership |
| National Cancer Institute; NIH Clinical Center; Bethesda Naval Hospital | Assistant director and senior investigator; internist and oncologist | Not disclosed | Federal research/clinical roles |
External Roles
| Company | Role | Status |
|---|---|---|
| Agilent Technologies, Inc. | Director | Current |
| Lyell Immunopharma, Inc. | Director | Current |
| PDS Biotechnology Corporation | Director | Current |
Board Governance
- Independence: Board determined all directors except the CEO were independent in 2024; Dr. Brawley is listed as Independent Director.
- Committee assignments: Member, Science and Technology Committee (S&T). S&T met 3 times in 2024. Not listed on Compensation, Audit & Finance, or Nominating & Corporate Governance committees.
- Attendance and engagement: The Board held 6 meetings in 2024 (4 regular, 2 other). All directors attended all four regular meetings; no director attended fewer than 86% of total Board and assigned committee meetings. Independent directors meet regularly in executive session.
- Overboarding and workload: Company policy caps outside boards at four for non-CEO directors; Brawley is at 4 (including Incyte), within policy.
- Governance environment: Majority independent board, strong Lead Independent Director role, and committee-only independence for Audit, Compensation, and Nominating committees.
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Base non-employee director retainer | 60,000 |
| Science & Technology Committee – member fee | 10,000 |
| Total cash fees paid to Dr. Brawley | 70,000 |
Notes:
- Annual cash retainers are payable quarterly; directors may elect to receive retainers/fees in restricted shares that vest immediately (Brawley did not elect this in 2024).
Performance Compensation
| 2024 Equity Awards | Grant Date Fair Value ($) |
|---|---|
| RSUs | 169,630 |
| Stock options | 254,522 |
- Director equity target value: $400,000 in 2024 and 2025; mix 60% options / 40% RSUs. Options strike at FMV on grant date, 10-year term; RSUs and options vest in full on the first anniversary of grant or earlier at next annual meeting (or on change in control).
Other Directorships & Interlocks
| Company | Segment relevance to Incyte | Noted interlocks or related-party issues |
|---|---|---|
| Agilent Technologies, Inc. | Life sciences tools | None disclosed in Incyte proxy |
| Lyell Immunopharma, Inc. | Immuno-oncology | None disclosed in Incyte proxy |
| PDS Biotechnology Corporation | Immunotherapy | None disclosed in Incyte proxy |
- Related-party transactions: The 2025 proxy discloses a 2024 stock repurchase from entities affiliated with Baker Brothers; Dr. Brawley is not identified in that transaction.
Expertise & Qualifications
- Biopharma industry expertise; drug discovery/development and regulatory expertise; MD/PhD-level scientific background.
- Expected to aid board oversight of drug discovery and development and provide insights into healthcare delivery.
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) as of Apr 15, 2025 | 47,579 |
| Ownership as % of shares outstanding | Less than 1% |
| Unvested RSUs at Dec 31, 2024 (shares) | 2,830 |
| Shares underlying unexercised options at Dec 31, 2024 | 38,845 |
| Director stock ownership guideline | 6x annual cash retainer for non-employee directors |
| Guideline compliance (directors overall) | All directors have met their target or are within the five-year period for achieving compliance |
| Hedging/pledging policy | Hedging and pledging of company stock are prohibited for directors |
Governance Assessment
-
Positives
- Independent oncology/epidemiology expert on the Science & Technology Committee; strengthens scientific oversight of a pipeline-centric company.
- Strong attendance culture and regular executive sessions of independent directors support robust oversight.
- Compensation structure emphasizes equity for directors (RSUs and options), aligning interests with shareholders; clear vesting and 10-year option term; prohibitions on hedging/pledging and robust stock ownership guidelines enhance alignment.
- No related-party transactions involving Dr. Brawley disclosed.
-
Watch items
- Board commitments: Brawley serves on four public company boards including Incyte, which is at the company’s stated limit for non-CEO directors; time-commitment risk should be monitored, especially during periods of heightened clinical or regulatory activity.
- Committee breadth: Focused participation on Science & Technology Committee; no roles on audit/compensation/nominating committees (appropriate given scientific background, but limits exposure to core financial/compensation oversight).