Raymond Debbane
LEXICON PHARMACEUTICALSAbout Raymond Debbane
Raymond Debbane (age 70) is Chairman of the Board of Directors at Lexicon Pharmaceuticals (LXRX). He has served as a director since August 2007 and became non-executive chairman in February 2012. He is founder, President and CEO of The Invus Group, LLC (founded 1985), and previously was a manager at The Boston Consulting Group in Paris. He holds an MBA from Stanford University, an M.S. in Food Science & Technology from UC Davis, and a B.S. in Agricultural Sciences & Engineering from the American University of Beirut .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WW International, Inc. (formerly Weight Watchers) | Director | 1999–May 2023 | Long-serving public board role; Invus-affiliated investor oversight |
| Blue Buffalo Pet Products, Inc. | Director | 2007–Apr 2018 (acquired by General Mills) | Oversight through growth to acquisition |
| The Boston Consulting Group (Paris) | Manager | Pre-1985 | Strategic consulting for European/international companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Invus Group, LLC | President & CEO; Founder | 1985–present | Advises Artal Group S.A.; chairs or serves on boards of private Invus/Artal portfolio companies |
Debbane is an Invus, L.P. designee to Lexicon’s board under a stockholders’ agreement with Invus .
Board Governance
- Board leadership: Non-executive Chairman; LXRX separates Chairman and CEO roles to enhance independence .
- Independence: The board determined Debbane is independent under Nasdaq rules, considering Invus’ significant ownership influence when making that determination .
- Committees and roles (2024 structure):
- Corporate Governance Committee: Chair (member designation “(3)”) ; current members: Debbane (Chair) and Judith L. Swain, M.D. .
- Not on Audit or Compensation Committees per committee rosters .
- Attendance and engagement: In 2024, none of the incumbent directors attended fewer than 75% of board and committee meetings; board met 8x; CGC met 2x .
- Insider trading/hedging: Company policy prohibits directors from hedging (e.g., collars, swaps) and discourages trading options on company securities, supporting alignment with shareholders .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| Board retainer (Non-executive Chair) | $75,000 |
| Corporate Governance Committee Chair retainer | $10,000 |
| Total Cash Fees (reported) | $85,000 |
Performance Compensation (Director Equity – 2024)
| Grant Date | Instrument | Shares/Units | Exercise Price | Grant Date FMV |
|---|---|---|---|---|
| 5/13/2024 | Stock Options | 44,906 | $1.79 | $66,161 |
| 5/13/2024 | Restricted Stock Units | 36,810 | N/A | $65,890 |
- Outstanding director options at 12/31/2024: 114,503 options (aggregate unexercised) .
- Director equity plan guardrails: Annual cap of $500,000 grant-date fair value including cash fees; plan share reserve increased (subject to stockholder approval) from 2,000,000 to 4,000,000 in 2025 .
- Vesting mechanics: RSU/option vesting schedules are set by the board in the grant instrument; awards may accelerate if not assumed in a change-in-control, and if assumed but the director is not appointed to the surviving board, vesting is accelerated by 18 months .
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlock/Notes |
|---|---|---|---|
| WW International, Inc. | Director | 1999–May 2023 | Prior Invus-affiliated board representation |
| Blue Buffalo Pet Products, Inc. | Director | 2007–Apr 2018 | Prior Invus-affiliated investment; exit via acquisition |
- Invus representation at LXRX: Other current directors Philippe J. Amouyal and Christopher J. Sobecki are Invus executives and Invus designees; Invus has contractual rights to designate directors and seek proportionate committee representation (currently not on Audit) .
Expertise & Qualifications
- 30+ years leading investment identification, selection, and oversight at Invus; deep financial markets and investment expertise .
- Strategic consulting background (BCG) across industries; advanced STEM and business education (Stanford MBA; UC Davis M.S.; AUB B.S.) .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned | 45,718,996 |
| Shares issuable via options/RSUs within 60 days | 114,300 |
| Percent of Outstanding Shares | 12.6% |
| Note on Indirect Ownership | Includes 44,370,117 shares beneficially owned by Invus, L.P., Invus Public Equities, L.P., Invus US Partners, LLC and related parties; Mr. Debbane disclaims beneficial ownership of these shares . |
| Shares Outstanding Reference Date | 363,178,000 (as of Apr 3, 2025) |
Alignment and restrictions:
- Hedging prohibited under company policy (supports alignment) .
- No pledging or margin disclosures noted for Debbane in the proxy; none disclosed .
Governance Assessment
Key positives
- Separation of Chair and CEO roles; Debbane serves as non-executive Chair; board asserts independence under Nasdaq standards .
- Active governance role (Corporate Governance Committee Chair); full-board attendance threshold met in 2024, indicating engagement .
- Director pay structure blends cash retainers with equity, with a formal annual cap for non-employee directors; use of an independent compensation consultant (Pearl Meyer) to review director pay in 2023, with independence affirmed .
Potential conflicts and investor confidence considerations
- RED FLAG: Controlling shareholder influence. Invus and affiliates own ~49.7% of outstanding shares; as an Invus designee, Debbane chairs the Corporate Governance Committee. Invus has rights to designate directors, seek proportional committee representation (currently not Audit), plus preemptive and consent rights over certain corporate actions—concentrating significant governance influence in a related party .
- Related-party financing history. In March 2024, LXRX issued preferred stock (automatically converted to common) in a private placement that included Invus; Invus’ post-transaction ownership remained approximately the same, but the transaction underscores dependence on a major shareholder for capital .
- Director equity plan dilution optics. 2025 proposal to increase the Non-Employee Directors’ Equity Incentive Plan from 2,000,000 to 4,000,000 shares may raise dilution concerns; however, an annual cap per director remains in place .
Board effectiveness and controls
- Audit Committee independence preserved (no Invus-designee directors serve on Audit); related-party transactions are subject to Audit Committee review/approval under a written policy .
- Company-wide clawback policy (SEC/Nasdaq compliant) adopted in Oct 2023 enhances accountability for executive incentive compensation; primarily executive-focused, not director equity .
Director Compensation (Detail – 2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Option Awards (grant-date fair value) | $66,161 |
| Restricted Stock Unit Awards (grant-date fair value) | $65,890 |
| Total | $217,051 |
Grant specifics:
- 44,906 options granted 5/13/2024 at $1.79 exercise price; grant-date fair value $66,161 .
- 36,810 RSUs granted 5/13/2024; grant-date fair value $65,890 .
- Aggregate unexercised director options at year-end: 114,503 .
Related-Party Exposure (Summary)
- Stockholders’ agreement: Invus may designate directors proportional to ownership; proportionate committee representation rights; ability to request board size increases to accommodate designees; rights terminate if Invus ownership falls below 10% .
- Preemptive and consent rights: Holders of ≥20% of outstanding common stock (currently Invus) have preemptive rights and consent rights over specified corporate actions (e.g., creating senior/pari passu securities, certain repurchases, poison pill adoption) .
- 2024 financing: Preferred private placement including Invus; automatic conversion into common; Invus’ proportional ownership remained approximately constant post-conversion .
Notes on Say-on-Pay and Shareholder Feedback (Context)
- LXRX received ~97% approval on say-on-pay at the 2024 annual meeting; while executive-focused, it signals generally supportive shareholder sentiment toward compensation governance at that time .
Summary Signals for Investors
- Strong governance processes are disclosed (independent Audit Committee; related-party review policy; hedging prohibitions; clawback for executives). However, the combination of Debbane’s role as non-executive Chair, his Invus designee status, and Invus’ extensive board/committee designation and consent rights constitute concentrated governance influence that investors should monitor for potential conflicts in areas such as board refreshment, strategic transactions, and capital structure decisions .