Diane Sullivan
LEXICON PHARMACEUTICALSAbout Diane E. Sullivan
Independent Class III director at Lexicon Pharmaceuticals since July 2023. Age 63. Former Chief Commercial Officer at The Medicines Company (sold to Novartis) and DalCor; founder of a life sciences commercialization consultancy. Holds a B.A. from Dickinson College. Currently serves on Lexicon’s Audit Committee and is deemed independent by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Medicines Company | Chief Commercial Officer | Nov 2018 – Apr 2020 | Led commercial strategy prior to acquisition by Novartis |
| DalCor Pharmaceuticals | Chief Commercial Officer | May 2020 – Aug 2021 | Commercial leadership for CV program |
| Various (AstraZeneca, Pfizer, Wyeth, GSK) | Senior commercial/market access roles | Prior years (not dated) | Market access, marketing, brand, BD/integration |
| Diane Sullivan Consulting (founder) | Strategy/commercialization advisory | May 2020 – present | Commercial strategy and market access for life sciences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amarin | Director | Current | Public company directorship |
| OrthogenRx (private) | Director | May 2018 – Jan 2022 | Company acquired by Avanos Medical in Jan 2022 |
Board Governance
- Board class/term: Class III; next term ends at the 2027 annual meeting (Class III term) .
- Committee assignments: Audit Committee member; Audit Chair is Dr. Samuel L. Barker (Sullivan is not Chair) .
- Independence: Affirmatively determined independent by the board (majority independent) .
- Attendance: In 2024, the board met 8 times; audit committee met 6 times; no incumbent director attended fewer than 75% of applicable meetings .
- Insider trading/hedging policy: Prohibits hedging transactions and trading in options by directors/officers/employees .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board retainer (standard) | $50,000 | Non‑employee director annual cash fee |
| Audit Committee member retainer (standard) | $10,000 | Member (Chair receives $20,000) |
| Cash fees actually paid to Sullivan (2024) | $60,000 | Matches board + audit membership retainers |
Performance Compensation
| Grant/Plan Feature | Detail | Notes |
|---|---|---|
| 2024 Option award (grant-date FV) | $66,161 | Awarded under Non‑Employee Directors’ Equity Incentive Plan |
| 2024 RSU award (grant-date FV) | $65,890 | Awarded under Non‑Employee Directors’ Equity Incentive Plan |
| 2024 Option grant specifics | 44,906 options at $1.79 (grant 5/13/2024) | Grant-date FV $66,161 |
| 2024 RSU grant specifics | 36,810 RSUs (grant 5/13/2024) | Per-share grant-date FV $1.79; total $65,890 |
| Annual equity/cash cap | $500,000 per director per year | Per plan limits |
| Option pricing/term | Exercise price = prior-day close; 10-year term | Per plan mechanics |
| CIC treatment (director plan) | If awards assumed and director not appointed to new board at first meeting, vesting accelerates by 18 months; if not assumed, full acceleration | Non‑Employee Directors’ Equity Incentive Plan |
No director performance-conditioned metrics (e.g., revenue, TSR) are disclosed for non‑employee director equity; awards are time-based under the director plan .
Other Directorships & Interlocks
| Company | Industry Overlap/Notes | Potential Interlock Risk |
|---|---|---|
| Amarin (Director) | Cardiometabolic therapeutics; separate product portfolio | No related‑party transactions disclosed; no interlock identified in proxy |
| OrthogenRx (former Director) | Medical device (private; acquired) | Historical, not current |
Expertise & Qualifications
- Commercialization, market access, marketing/brand management, operations, corporate finance/M&A, partnerships/collaborations .
- Deep big‑pharma experience across AstraZeneca, Pfizer, Wyeth, GSK; C‑suite CCO roles at The Medicines Company and DalCor .
- Governance experience via public (Amarin) and private boards; current Audit Committee member at Lexicon .
- Education: B.A., Dickinson College .
Equity Ownership
| As of/Measure | Common Shares Owned | Options/RSUs within 60 days | % Ownership | Notes |
|---|---|---|---|---|
| April 3, 2025 (beneficial ownership table) | — | 83,951 | <1% | Shares issuable from options exercisable or RSUs vesting within 60 days |
| December 31, 2024 (director awards) | — | 141,421 options outstanding | — | Aggregate unexercised options held as a non‑employee director |
| 2024 RSU grant | — | 36,810 RSUs | — | Granted 5/13/2024 |
No pledging disclosures are provided; hedging transactions by directors are prohibited by policy . No related‑party transactions involving Sullivan are disclosed in the proxy .
Governance Assessment
-
Strengths
- Independent director with robust commercialization/market access expertise; sits on Audit Committee, supporting financial oversight (Audit Chair designated “financial expert” is Dr. Barker) .
- Strong attendance culture (≥75%); board met 8x, audit 6x in 2024; governance/ethics policies and hedging prohibitions in place .
- Director pay structure blends cash with equity; 2024 mix approximated by $60k cash, $66k options, $66k RSUs; within $500k annual cap; option pricing aligned to market closes .
- Broader governance signals: independent comp consultant retained; say‑on‑pay support >97% in 2024, indicating shareholder alignment on pay practices (executive pay context) .
-
Watch items
- Personal ownership alignment: disclosed as holding no common shares as of April 3, 2025, with equity exposure largely through options/RSUs; ownership guidelines for directors not detailed in the proxy .
- Shareholder concentration: Invus and affiliates own ~49.7% of common; while the board deemed independence for members (including Invus designees), concentrated ownership can influence governance dynamics (not specific to Sullivan) .
-
Red flags identified: None specific to Sullivan in the proxy disclosures—no attendance shortfalls, no related‑party transactions, no hedging/pledging exceptions disclosed .
Director Compensation (Detail)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $60,000 |
| Option Awards (grant‑date FV) | $66,161 |
| RSU Awards (grant‑date FV) | $65,890 |
| Total | $192,051 |
Committees & Attendance (2024)
| Committee | Role | Chair | Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | Dr. Samuel L. Barker | 6 | Board determined Audit members (incl. Sullivan) are independent; Barker is audit committee financial expert |
| Board of Directors | Director (Class III) | Chairman: Raymond Debbane | 8 | No incumbent director <75% attendance |
Disclosures & Policies Relevant to Governance
- Independence determinations for all directors, including Sullivan .
- Insider trading policy: prohibits hedging and option trading by directors/officers/employees .
- Related-party review policy overseen by Audit Committee; no transactions involving Sullivan disclosed .
- Non‑employee director equity plan mechanics/limits; CIC acceleration parameters .
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