Paul Clancy
INCYTEAbout Paul J. Clancy
Independent director at Incyte since 2015; age 63. Former CFO of Alexion Pharmaceuticals (2017–2019; senior advisor 2019–2020) and Biogen (2007–2017), with earlier senior finance and commercial roles at Biogen and 13 years at PepsiCo. Serves as Audit & Finance Committee Chair and member of the Compensation Committee; designated an SEC “audit committee financial expert.” Independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals | EVP & CFO; later Senior Advisor | CFO Jul 2017–Oct 2019; Senior Advisor Oct 2019–Jul 2020 | Large-cap biopharma CFO experience |
| Biogen | EVP, Finance & CFO; SVP Finance; VP Portfolio Mgmt; VP U.S. Marketing | CFO Aug 2007–Jun 2017; prior Biogen leadership since 2001 | Deep finance, capital allocation, IR, planning |
| PepsiCo | Multiple finance/strategy/GM roles | 13 years prior to Biogen | Broad operating/financial background |
External Roles
| Company | Role | Status |
|---|---|---|
| Exact Sciences Corporation | Director | Current |
| Sionna Therapeutics, Inc. | Director | Current |
| Xilio Therapeutics, Inc. | Director | Current |
| Agios Pharmaceuticals, Inc. | Director | 2013–2023 (past 5 years) |
- Overboarding policy: maximum four public boards for non-CEO directors; Clancy is at four including Incyte (compliant).
Board Governance
- Committee roles: Audit & Finance (Chair); Compensation (member). Audit met 9x in 2024; Compensation met 7x. Clancy is designated an Audit Committee Financial Expert.
- Independence and attendance: Board deems all directors except the CEO independent; all directors attended all four regular Board meetings; no director attended <86% of combined Board/committee meetings in 2024.
- Risk and oversight: Audit oversees financial reporting, internal controls, cybersecurity, enterprise risk, capital structure and auditor oversight; Compensation oversees pay risk; governance and S&T committees cover their domains.
- Shareholder engagement: Annual outreach covering ~80% of shares outstanding; say‑on‑pay has received approval each year since 2011.
Fixed Compensation (Director)
Program structure (effective 2025 unless noted):
- Annual cash retainers: Non-employee director $60,000; Lead Independent Director $100,000. Committee fees: Audit Chair $25,000; Audit members $13,500; Compensation Chair $25,000; Compensation members $12,000; Nominating & Gov Chair $20,000; Nominating & Gov members $10,000; Science & Tech Chair $25,000; S&T members $10,000. Retainers payable quarterly; directors can elect shares in lieu of cash.
- Equity awards: Target $400,000 (unchanged for 2024–2025), mix 60% stock options / 40% RSUs; 10-year option term; annual vesting aligned to one-year cycle.
Clancy’s 2024 director compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $0 (elected stock in lieu) |
| Restricted Shares/RSUs (incl. in-lieu-of-cash and annual grant) | $264,630 |
| Option Awards (grant-date fair value) | $254,522 |
| Total | $519,152 |
Detail of equity vs. cash election (2024):
- Restricted shares in lieu of cash retainers: $95,000; annual RSU grant value: $169,630.
Vesting mechanics:
- Director equity awards vest in full on first anniversary or earlier at the next annual meeting or upon change in control; options at FMV, 10-year term.
Performance Compensation (Director)
- Directors receive at‑risk equity (options and RSUs) with a set target value; there are no performance‑conditioned PSU grants to directors. Option value is inherently performance-linked (stock appreciation), RSUs align with share price.
- Company maintains a Dodd‑Frank compliant clawback policy (executive-focused) and bans hedging/speculative trading and pledging for directors and employees.
Other Directorships & Interlocks
- Current public company boards: Exact Sciences; Sionna Therapeutics; Xilio Therapeutics. Past: Agios (through 2023). No related‑party transactions disclosed involving Clancy; 2024 related‑party transaction involved Baker entities and was approved by the independent Audit & Finance Committee.
Expertise & Qualifications
- Core skills: finance, accounting, capital allocation, biopharma commercial leadership. SEC-designated Audit Committee Financial Expert. Board skills matrix reflects strong financial expertise among nominees.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (4/15/2025) | 144,002 shares; <1% of outstanding |
| Unvested RSUs (12/31/2024) | 2,830 units |
| Unexercised stock options (12/31/2024) | 153,931 shares underlying options |
| Ownership guidelines | Non‑employee directors: 6x annual cash retainer; all directors either met or are within 5‑year compliance window. Hedging/pledging prohibited. |
Governance Assessment
Positives
- Seasoned large‑cap biopharma CFO; strengthens audit oversight and capital allocation rigor as Audit & Finance Chair and Financial Expert.
- Strong engagement/attendance culture; all directors met attendance thresholds; independent committees only.
- Director equity orientation and Clancy’s election to take retainers in stock enhance alignment.
- Robust policies: clawback, anti‑hedging/pledging, majority voting, proxy access, overboarding limits; independent compensation consultant (Compensia) retained by the Compensation Committee.
Watch items
- Board load: Clancy serves on three external public boards plus Incyte (policy maximum for non‑CEO directors). While compliant, continued monitoring of time/attention is prudent.
- Director equity is options/RSUs (no performance conditions). While market‑aligned for directors, investors focused on pay‑for‑performance may prefer more performance‑contingent structures for executives; director structure remains standard.
RED FLAGS
- None disclosed specific to Clancy: no related‑party transactions, no hedging/pledging, and compliance with overboarding policy.