Felix Baker

About Felix J. Baker

Felix J. Baker, Ph.D. is Kymera Therapeutics’ Lead Independent Director (appointed March 2024), age 56 as of March 31, 2025. He is Managing Member and co-founder (with Julian Baker) of Baker Brothers Investments (founded 2000) and holds a B.S. and a Ph.D. in Immunology from Stanford University; he also completed two years of medical school at Stanford . The board classifies him as independent, and all directors other than the CEO are deemed independent under Nasdaq and SEC rules, with the board expressly considering affiliations with major shareholders in its analysis .

Past Roles

External Roles

Board Governance

• Lead Independent Director responsibilities include: calling/presiding over independent director sessions, coordinating agendas with the Chair, meeting with the CEO on strategy/science/technology, and acting as liaison between independent directors and management .
• Committee assignments: Not listed on Audit, Compensation and Talent, or Nominating and Corporate Governance committees; current committee rosters exclude Dr. Baker .
• Independence: Board has determined all directors except the CEO are independent, explicitly considering affiliations with >5% holders; Dr. Baker is included in the independent group .
• Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; the full board met six times (plus six written consents) .

Fixed Compensation

• Kymera Non-Employee Director Compensation Policy (amended March 2025):
  • Base annual cash retainer: $40,000 (non-chair/Lead Independent Director); Non-executive Chair retainer: $70,000; Lead Independent Director retainer: $60,000 .
  • Committee retainers (cash): Audit Chair $20,000 (members $10,000), Compensation & Talent Chair $15,000 (members $7,500), Nominating & Corporate Governance Chair $10,000 (members $5,000) .
  • Equity: Initial option grant (new NEDs) increased to 32,000 shares vesting monthly over 3 years; Annual option grant increased to 16,000 shares vesting by next AGM; full vesting accelerates upon change-in-control; annual NED total comp capped at $750,000 ($1,000,000 initial year) .

Notes: As of December 31, 2024, Dr. Baker held options to purchase 32,000 shares (includes the 2024 grant) .

Performance Compensation

• Non-employee director compensation is not performance-metric-based; equity awards are time-based options per policy (initial and annual grants, vesting as described) .
• No director performance metrics or bonus plans are disclosed for non-employee directors .

Other Directorships & Interlocks

Kymera disclosed related-party transaction review through its Audit Committee and noted no other material related transactions beyond those listed in Related Party Transactions below .

Expertise & Qualifications

• Education: B.S. and Ph.D. (Immunology), Stanford University; two years of medical school completed at Stanford .
• Core expertise: Life sciences investing and governance across numerous biotech and pharma boards; selected for extensive industry experience and board service .
• Governance: Lead Independent Director responsibilities emphasize independent oversight and agenda-setting .
• Independence policies: Company prohibits hedging and pledging by directors; maintains a clawback policy (applies to executive officers) .

Equity Ownership

• Company policy expressly prohibits directors from hedging or pledging Kymera stock, mitigating alignment risks from collateral use .
• Beneficial ownership table attributes 9.23% to Baker Bros. entities with Dr. Baker as a managing member; parties disclaim beneficial ownership except to the extent of pecuniary interest .

Related Party Transactions (Potential Conflicts/Alignment Signals)

• Audit Committee is responsible for reviewing and approving related party transactions; Kymera maintains a formal policy since IPO for review/approval of such transactions .
• Board independence determination considered affiliations with >5% holders when assessing director independence .

Governance Assessment

• Strengths

  • Lead Independent Director role with explicit authority to set agendas, convene independent sessions, and liaise with management enhances oversight .
  • Classified as independent under Nasdaq/SEC rules even after considering large shareholder affiliations; broad board independence (all except CEO) .
  • Strong attendance culture: all directors met ≥75% attendance; six board meetings in 2024 .
  • Anti-hedging/pledging policy for directors; Audit Committee oversight of related party transactions .
  • Director pay structure emphasizes equity via options, aligning with shareholder value creation; LID retainer explicitly recognized .

• Concerns / Watch Items

  • Significant beneficial ownership and repeated large participations by Baker Bros. in 2024 financings (aggregate >$230M) underscore potential perceived conflicts; however, these also signal conviction and provide capital; transactions are reviewed under the related party policy .
  • Dr. Baker is not listed on standing committees; while appropriate for LID focus, lack of committee roles concentrates his influence in LID responsibilities rather than formal committee oversight .

RED FLAG: Large affiliated ownership combined with participation in company financings (pre-funded warrants) by Baker Bros. (Jan 2024: $125.0M; Aug 2024: $105.7M) can raise investor concerns about related-party influence, even with Audit Committee oversight and independence determinations .

RED FLAG (mitigated): Independence despite >5% shareholder affiliation; board explicitly evaluated such affiliations and still determined independence, which is consistent with Nasdaq rules but warrants continued scrutiny by investors .

• Shareholder sentiment context: Say-on-pay support was strong (91% in 2023; 94% in 2024), indicating broad investor confidence in governance/compensation practices at the time; while not director-specific, it informs overall governance confidence .

Notes on Director Compensation Structure for Felix Baker

• As of Dec 31, 2024, Baker held options to purchase 32,000 shares; 12,444 options were exercisable within 60 days of March 31, 2025 .

Summary Implications for Investors

• Dr. Baker brings deep biotech investing expertise and board experience, serving as Kymera’s Lead Independent Director with meaningful oversight powers .
• His and Baker Bros.’ substantial economic stake and financing support align incentives but also create perceived related-party and influence risks; these are mitigated by formal independent status, anti-hedging/pledging policy, and Audit Committee review of related transactions .
• Director compensation emphasizes equity via options, reinforcing long-term alignment; attendance and independence practices support board effectiveness .