Samuel Barker
LEXICON PHARMACEUTICALSAbout Samuel L. Barker, Ph.D.
Independent Class II director of Lexicon Pharmaceuticals since March 2000; former Chairman of the Board (2005–2012). Age 82. Career includes senior operating roles at Bristol‑Myers Squibb (EVP Worldwide Franchise Management & Strategy; President, U.S. Pharmaceuticals; President, Intercontinental Commercial Operations) and co‑founder/CEO of Clearview Projects. Holds a B.S. (Henderson State College), M.S. (University of Arkansas), and Ph.D. (Purdue University). Designated “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lexicon Pharmaceuticals, Inc. | Chairman of the Board | 2005–2012 | Board leadership during company development stage |
| Bristol‑Myers Squibb Company | EVP, Worldwide Franchise Mgmt & Strategy; President, U.S. Pharmaceuticals; President, Intercontinental Commercial Operations | Through retirement in 1999 | Led global/commercial operations across multiple franchises |
| Clearview Projects, Inc. | Co‑founder, President & CEO | Not disclosed | Partnering/transaction services for biopharma clients |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cyclacel Pharmaceuticals, Inc. | Director | Current | Public company board service |
Board Governance
| Attribute | Detail |
|---|---|
| Board status | Independent director (Nasdaq standards) |
| Committees | Audit Committee (Chair); Compensation Committee (Member) |
| Financial expert | Board determined Dr. Barker is an “audit committee financial expert” |
| Board structure | Classified board; Class II (current Class II term ends at 2026 annual meeting) |
| Attendance | In 2024, no incumbent director attended fewer than 75% of Board/committee meetings during period served |
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Company Schedule | Dr. Barker – 2024 Actual ($) |
|---|---|---|
| Annual Board retainer | 50,000 | 50,000 |
| Audit Committee (member / chair) | 10,000 / 20,000 | 20,000 (Chair) |
| Compensation Committee (member / chair) | 7,500 / 15,000 | 7,500 (Member) |
| Corporate Governance Committee (member / chair) | 5,000 / 10,000 | — |
| Total cash fees | — | 77,500 |
Notes:
- Non‑executive Chairman of the Board retainer: $75,000 (not applicable to Barker) .
Performance Compensation (Non‑Employee Director; 2024)
| Award Type | Grant Date | Quantity | Exercise Price / Per‑Share FV | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options | 05/13/2024 | 44,906 | $1.79 | 66,161 |
| RSUs | 05/13/2024 | 36,810 | $1.79 (per‑share grant FV) | 65,890 |
Additional equity context:
- Unexercised stock options held as of 12/31/2024: 114,503 (aggregate) .
- Non‑employee director plan cap: aggregate grant date fair value of stock awards plus cash fees ≤ $500,000 per calendar year .
- 2024 director pay mix for Barker: Cash $77,500 vs. Equity $132,051 (approx. 37% cash / 63% equity), aligning incentives with shareholders .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public company boards | Cyclacel Pharmaceuticals, Inc. – Director |
| Compensation committee interlocks | None reported for 2024 (committee members: Amouyal (Chair), Barker, Swain) |
Expertise & Qualifications
- Deep biopharma operating experience across R&D, manufacturing, commercial, and BD from Bristol‑Myers Squibb and Clearview Projects .
- Board‑designated audit committee financial expert; chairs Audit Committee .
- Advanced scientific training (Ph.D.) and leadership across global commercial operations .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares beneficially owned (4/3/2025) | 87,649 (<1% of outstanding) |
| Shares issuable within 60 days (options exercisable or RSUs scheduled to vest) | 114,300 |
| Unexercised stock options (12/31/2024) | 114,503 |
| Hedging/pledging policy | Company policy prohibits hedging and discourages trading options on company stock by directors/officers/employees |
Governance Assessment
-
Strengths
- Independent director; chairs Audit Committee; designated audit committee financial expert—supports robust financial oversight .
- Solid engagement record: no director (including Barker) fell below 75% attendance in 2024 .
- Director compensation emphasizes equity (≈63% equity in 2024), and company prohibits hedging—favorable alignment with shareholders .
- No related‑party transactions involving Barker disclosed; audit committee excludes Invus designees, mitigating conflicts given Invus’ ~49.7% stake and governance rights .
-
Considerations
- Long tenure (on Board since 2000; former Chairman 2005–2012) can draw investor scrutiny on independence refresh, though the Board affirms independence under Nasdaq standards .
- Individual ownership is <1% of outstanding shares; while typical for small‑cap biopharma directors, some investors prefer higher personal ownership for enhanced alignment .
- Broader governance environment: company sought authority for a reverse split to address Nasdaq bid‑price non‑compliance—macro signal relevant to overall investor confidence (not specific to Barker) .
-
Shareholder feedback signals
- Say‑on‑pay support exceeded 97% in 2024—suggests general shareholder confidence in compensation governance .
-
Compensation process hygiene
- Non‑employee director compensation benchmarked with independent consultant (Pearl Meyer) in 2023; non‑employee director plan caps annual value; mix of options/RSUs used .