Otis Brawley
About Otis Brawley
Otis W. Brawley, M.D., is an independent Class II director of Lyell Immunopharma (LYEL) since April 2021 and currently chairs the Nominating & Corporate Governance Committee. He is a Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University (since Jan 2019), previously served as Chief Medical and Scientific Officer of the American Cancer Society (2007–2018), and is board certified in internal medicine and medical oncology; he holds an M.D. and B.S. in Chemistry from the University of Chicago . As of March 31, 2025, he is age 65 per the company’s proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Cancer Society | Chief Medical & Scientific Officer | Apr 2007 – Dec 2018 | Led scientific/medical agenda |
| Emory University | Professor of Hematology, Oncology, Medicine & Epidemiology | Apr 2001 – Dec 2018 | Academic leadership |
| Georgia Cancer Center at Grady Memorial Hospital | Director | Jan 2002 – Aug 2007 | Cancer center leadership |
| National Cancer Institute | Fellow (Medical Oncology) | — | Training fellowship; oncology specialization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johns Hopkins University | Bloomberg Distinguished Professor (Oncology & Epidemiology) | Jan 2019 – present | Academic appointment |
| PDS Biotechnology (PDSB) | Independent Director | Nov 2020 – present | Public company directorship |
| Incyte (INCY) | Independent Director | Sep 2021 – present | Public company directorship |
| Agilent Technologies (A) | Independent Director | Nov 2021 – present | Public company directorship |
Interlock note: Fellow LYEL director Hans Bishop also serves on Agilent’s board, creating an outside-board interlock (Brawley and Bishop both on Agilent) .
Board Governance
- Independence: Board determined Dr. Brawley is independent under Nasdaq rules; only the CEO is not independent as of 2025 .
- Committee assignments (FY2024): Chair, Nominating & Corporate Governance; not a member of Audit or Compensation .
- Attendance: In 2024, all current directors except Mr. Nelsen attended at least 75% of aggregate board/committee meetings; in 2023, the same threshold applied with Mr. Nelsen the only exception, implying Dr. Brawley met the 75%+ attendance guideline both years .
- Executive sessions and recusals: Board holds independent executive sessions; certain directors (not Dr. Brawley) recused on specific technology topics due to affiliations, evidencing conflict controls .
Fixed Compensation
| Year | Annual Cash Fees ($) | Committee/Chair Fees Included | Total Cash ($) |
|---|---|---|---|
| 2024 | 60,000 | Includes Nominating & Governance Chair fee | 60,000 |
| 2023 | 60,000 | Includes Nominating & Governance Chair fee | 60,000 |
Director cash fee policy (effective June 2024): $50,000 base retainer; additional $10,000 for Nominating & Governance Chair; $5,000 for committee membership; Lead Independent Director $80,000; Board Chair $85,000 .
Performance Compensation
Directors do not receive performance-based cash; their at-risk element is equity option grants under the Non‑Employee Director Compensation Policy.
| Grant Type | Grant Date | Shares/Max | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Option (FY2024) | Jun 14, 2024 | 130,000 | 205,335 | Fully vests by next annual meeting (or 1-year anniversary) | 2024 values and terms per policy |
| Outstanding Options (12/31/2024) | — | 715,000 | — | As granted across years | Options held at year-end |
Change-in-control: Non-employee director equity vests fully immediately prior to a change in control if service continues to that time .
Other Directorships & Interlocks
| Company | Sector | Role | Potential LYEL Relevance |
|---|---|---|---|
| Agilent Technologies | Life sciences tools | Director | Interlock with LYEL director Hans Bishop; no LYEL-related transactions disclosed |
| Incyte | Biopharma | Director | No related-party transactions disclosed |
| PDS Biotechnology | Biotech | Director | No related-party transactions disclosed |
Related-party transactions: Company reports no related person transactions requiring disclosure since Jan 1, 2023, beyond those listed (none implicating Dr. Brawley) .
Expertise & Qualifications
- Oncology and epidemiology authority; board certification in internal medicine and medical oncology; deep academic credentials at Johns Hopkins .
- Public-company governance breadth across three listed life-sciences boards (Agilent, Incyte, PDSB) .
- Assessed by LYEL as bringing oncology expertise and nonprofit/public board experience appropriate for board service .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Otis Brawley, M.D. | 35,640 | 715,000 | 750,640 | <1% |
- Hedging/pledging: Company policy prohibits directors from hedging, margining, or pledging LYEL stock; no exceptions disclosed .
- Ownership guidelines: Not specified for directors in the proxy; Corporate Governance Guidelines emphasize alignment but do not disclose numeric requirements .
Governance Assessment
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Strengths
- Independent director chairing Nominating & Governance; board confirms his independence .
- Solid attendance record (≥75%) and active committee leadership, indicating engagement .
- Compensation structure aligns with shareholders via at‑risk options (standard vesting; no cash meeting fees), and change‑in‑control treatment is conventional .
- Company-wide protections: robust clawback policy and prohibitions on hedging/pledging; say‑on‑pay support was high in 2023 (97.6%), signaling investor alignment with compensation practices broadly .
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Watch items / potential conflicts
- External interlock: concurrent Agilent directorship with LYEL director Hans Bishop. While not a related‑party transaction, overlapping board networks can concentrate information flows; monitor for any Agilent–LYEL dealings and ensure recusal if needed. Company reports no related transactions requiring disclosure .
- Option value sensitivity: Director compensation relies meaningfully on options; while aligned with upside, it can incent risk tolerance. However, the board states it assesses compensation-related risk and maintains clawback protections .
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Overall view: Independent, highly qualified oncology expert with multi-board experience and leadership of governance committee—positive for board effectiveness. No disclosed related‑party exposures; attendance and governance structures support investor confidence .
Board/committee context and operations: Audit and Compensation Committees populated with independent directors; governance charters published; independent executive sessions maintained—collectively supportive of oversight quality .