Susanne Schaffert
INCYTEAbout Susanne Schaffert
Independent director of Incyte since October 2022; age 58. Former President of Novartis Oncology (2019–Apr 2022) with 26 years at Novartis across clinical development, commercialization, finance/IR, and European operating leadership; holds a Ph.D. (institution not disclosed). Board selects her for deep oncology and global commercialization expertise; she serves on the Compensation and Science & Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Oncology | President | Jan 2019 – Apr 2022 | Led global oncology franchise; cited for leadership across clinical development and commercialization . |
| Advanced Accelerator Applications (AAA) | President & Chair | Jan 2018 – Feb 2019 | Leadership following Novartis acquisition; radioligand therapy exposure . |
| Novartis Oncology (Europe) | General Manager, Region Europe | Dec 2012 – Jan 2018 | Regional P&L and commercialization leadership . |
| Novartis AG | Global Head, Investor Relations | Mar 2010 – Dec 2012 | Capital markets and investor engagement . |
| Novartis AG | Global Franchise Head, Immunology & Transplantation; prior sales/marketing roles | 1995 – 2010 | Progressive commercial leadership in Germany, regional and global functions . |
External Roles
| Company | Role | Status/Years | Notes |
|---|---|---|---|
| Galapagos NV | Director | Current | Listed as a current public company board . |
| Merck KGaA | Director | Current | Listed as a current public company board . |
| Rubius Therapeutics, Inc. | Director | 2022–2023 (Past 5 years) | Prior public company directorship . |
| Board Count (Public) | — | 2 (excluding Incyte) | Other Outside Public Boards = 2 in the Incyte matrix . |
Board Governance
- Independence and tenure: Independent director since 2022; not a committee chair .
- Committee assignments (2024 activity):
- Compensation Committee member; Committee met 7 times in 2024 .
- Science & Technology Committee member; Committee met 3 times in 2024 .
- Attendance: The Board held six meetings in 2024 (four regular); all directors attended all four regular meetings; no director attended fewer than 86% of total Board and committee meetings .
- Overboarding: Company policy caps outside directors at four public boards; Schaffert shows three total commitments (including Incyte) and is compliant .
- Independence of committees: All standing committees comprised solely of independent directors .
Fixed Compensation
| Element | 2024 Actual ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 79,726 | Quarterly retainers/committee fees; she did not elect restricted shares in lieu for 2024 (see line-item table) . |
| Stock Awards (RSUs) | 169,630 | Annual director RSU grant upon re-election; grant-date fair value under ASC 718 . |
| Option Awards | 254,522 | Annual director stock option grant upon re-election; ASC 718 grant-date fair value . |
| Total | 503,878 | Sum of cash, RSUs, and options . |
Retainer framework (effective Jan 1, 2025): Non-employee director cash retainer $60,000; total annual equity awards $400,000; committee member retainers—Compensation $12,000; Science & Technology $10,000; chair fees higher (not applicable to Schaffert) . Directors may elect to receive retainers in restricted shares that vest immediately when paid .
Detailed 2024 stock award composition for Schaffert:
- Restricted shares in lieu of cash: $0; RSU grant-date fair value: $169,630 .
Performance Compensation
| Equity Vehicle | Target Mix | Vesting/Term | Triggers/Other Terms |
|---|---|---|---|
| Stock Options | 60% of annual director equity value | Vest in full on first anniversary or prior to next annual meeting; 10-year term; exercise price = FMV at grant | Full acceleration upon change in control . |
| RSUs | 40% of annual director equity value | Vest in full on first anniversary or prior to next annual meeting | Full acceleration upon change in control . |
Notes:
- Annual automatic outside director awards are set at an “Applicable Dollar Amount” of $400,000 for 2021–2025; options sized by Black-Scholes and RSUs by 30-day average price .
- Director equity is time-based; no performance metrics are attached to director equity grants .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Galapagos NV; Merck KGaA . |
| Past 5 years | Rubius Therapeutics, Inc. (2022–2023) . |
| Potential interlocks/conflicts | No related-party transactions disclosed for Schaffert; company-level related-party transaction involved Baker entities and was approved by independent Audit & Finance Committee at tender price parity . Monitor for any Incyte commercial relationships with Galapagos or Merck KGaA; none disclosed in proxy . |
Expertise & Qualifications
- Biopharma industry; operational leadership; international; commercial experience (as mapped in Board skills matrix) .
- Oncology leadership and global commercialization credentials emphasized in Board’s nomination rationale .
Equity Ownership
| Ownership Item | Amount | As-of/Notes |
|---|---|---|
| Beneficially Owned Shares | 36,282 | As of April 15, 2025; “%” below reporting threshold shown as “*” in table . |
| Unvested RSUs (outstanding) | 2,830 | As of Dec 31, 2024 . |
| Options Outstanding (unexercised) | 30,562 | As of Dec 31, 2024 . |
| Ownership Guidelines | 6x annual cash retainer for non-employee directors | Applies to directors; options excluded; five-year compliance window . |
| Hedging/Pledging | Prohibited for directors (no margin, short sales, options, pledging, or hedging) | Alignment-positive restriction . |
| Compliance Status | All directors have met guidelines or are within five-year period to achieve | Individual-by-individual detail not disclosed . |
Governance Assessment
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Strengths
- Independent director with deep oncology and commercialization expertise; serves on key Compensation and Science & Technology committees, supporting oversight of pay and R&D risk .
- High engagement environment: committees active (Compensation 7x; S&T 3x in 2024), Board attendance robust (no director <86%; all regular meetings fully attended) .
- Pay alignment structure for directors is equity-heavy with standardized sizing and clear vesting, plus robust stock ownership and anti-hedging/pledging policies .
- Overboarding compliance (3 total commitments vs. 4 limit) reduces capacity/attention risk .
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Watch items
- External directorships at large pharma/biotech (Merck KGaA; Galapagos NV) warrant ongoing monitoring for potential competitive or transactional overlaps; no related-party issues disclosed for Schaffert in the proxy .
- Company-level related-party capital action with Baker entities was executed at tender parity and approved by independent, disinterested Audit & Finance Committee—mitigates, but remains governance-sensitive context for the Board broadly .
-
Shareholder support context (Say-on-Pay)
- 2025 say-on-pay: 153,838,972 For; 13,020,842 Against; 571,301 Abstain; approved .
- 2024 say-on-pay: 171,688,040 For; 19,939,207 Against; 336,172 Abstain; approved .
- 2023 say-on-pay: 169,320,952 For; 23,663,412 Against; 241,860 Abstain; approved .
Overall: Schaffert brings high-relevance oncology/commercial expertise and meets independence, attendance, and ownership standards. Compensation structure for directors is transparent and equity-weighted; no disclosed personal conflicts or related-party transactions. Governance environment exhibits active committee work and strong shareholder support on pay in recent years .