Judith Swain

About Judith L. Swain, M.D.

Independent director of Lexicon Pharmaceuticals since September 2007; age 76. Dr. Swain is a physician-scientist and life sciences leader currently serving as Chief Medical Officer of Physiowave, Inc., and was appointed a director of Wellcome Leap (a foundation supported by Wellcome Trust) in 2024. She previously chaired Stanford’s Department of Medicine, served as Dean for Translational Medicine at UC San Diego, founding Director of the Singapore Institute for Clinical Sciences, and held medical faculty roles at the University of Pennsylvania and Duke. Education: B.S., UCLA; M.D., UC San Diego .

Past Roles

External Roles

Board Governance

• Independence: Board determined Dr. Swain is independent under Nasdaq rules .
• Committees and roles:
  • Compensation Committee member (chair: Philippe J. Amouyal)
  • Corporate Governance Committee member (chair: Raymond Debbane)
  • Not on Audit Committee (members: Samuel L. Barker (chair), Ivan H. Cheung, Diane E. Sullivan) .
• Attendance/engagement: In 2024, Board met 8x; Audit 6x; Compensation 4x; Corporate Governance 2x; no incumbent director attended <75% of meetings during their service period .
• Tenure: Director since September 2007 .

Fixed Compensation

• Non‑employee director cash fee policy:
  • Board retainer $50,000 ($75,000 for non‑executive chair) .
  • Audit Committee: $10,000 member / $20,000 chair .
  • Compensation Committee: $7,500 member / $15,000 chair .
  • Corporate Governance Committee: $5,000 member / $10,000 chair .

Notes: Policy does not provide per‑meeting fees; Board sets equity separately under the director equity plan .

Performance Compensation

• Plan mechanics and limits: Equity for non‑employee directors granted under the 2017 Non‑Employee Directors’ Equity Incentive Plan; annual grant date fair value cap of $500,000 including cash fees; options strike at prior day close; option term 10 years . Change‑of‑control: if awards are not assumed, vesting accelerates; if assumed but a non‑employee director is not appointed/elected to the acquirer’s board, vesting accelerates by 18 months .
• 2024 awards to Dr. Swain:

No performance‑conditioned equity (PSUs) for directors disclosed in 2024; awards consisted of options and time‑based RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Physician‑scientist with 30+ years in clinical practice and research; leadership across top academic medical centers (Stanford, UCSD, UPenn, Duke) and translational programs (Singapore Institute for Clinical Sciences) .
• Corporate/innovation experience: CMO Physiowave; co‑founder Synecor; prior public company board (Prometheus) .
• Education: B.S. UCLA; M.D. UC San Diego .

Equity Ownership

Company policy prohibits hedging (prepaid variable forwards, swaps, collars, exchange funds, etc.) by directors, officers, and employees; no disclosure of any pledging by directors .

Governance Assessment

• Board effectiveness and independence: Swain is independent and serves on key governance and compensation committees; attendance met company threshold (>75%) amid an active 2024 meeting cadence, supporting engagement .
• Pay alignment and structure: Director pay uses a conventional mix of modest cash retainers and equity (options and RSUs), with an annual cap and market‑price option strikes; no director PSUs, which is typical for small/mid‑cap biotech boards .
• Ownership alignment: Direct holdings are small relative to shares outstanding, but equity awards and outstanding options provide some alignment; hedging is prohibited, a positive signal for alignment .
• Conflicts/related‑party exposure: No related‑party transactions disclosed involving Swain. While Invus owns ~49.7% and designates directors and proportionate committee representation, Swain is not an Invus designee and helps constitute independent majorities on committees .
• Shareholder sentiment: Say‑on‑pay support exceeded 97% at the 2024 annual meeting; Swain served on the Compensation Committee, which engaged an independent consultant (Pearl Meyer) and oversaw the CD&A included in the proxy—an indicator of shareholder acceptance of the compensation framework during her tenure on the committee .

RED FLAGS observed: None disclosed specific to Swain (no related‑party transactions, no hedging/pledging disclosure issues, attendance above threshold). Note: The board’s significant strategic actions (e.g., director plan share reserve increase; potential reverse split authority) are company‑level decisions, not individual director‑specific conflicts, but they do underscore the importance of robust independent oversight on which Swain participates .