R. Scott Greer
NEKTAR THERAPEUTICSAbout R. Scott Greer
R. Scott Greer, age 66, is an independent director of Nektar Therapeutics who has served on the board since February 2010. He is Managing Director of Numenor Ventures, LLC and previously co‑founded Abgenix, Inc., serving as CEO (1996–2002) and later Chairman until its sale to Amgen in 2006; he earlier held senior finance and business development roles at Cell Genesys and Genetics Institute. He holds a B.A. in Economics from Whitman College and an MBA from Harvard University, and is recognized by Nektar’s board as an “audit committee financial expert”; he also was a certified public accountant.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abgenix, Inc. | Co‑founder; Chief Executive Officer; Chairman of the Board | CEO 1996–2002; Director 1996–2006; Chairman 2000–2006 | Led through growth to acquisition by Amgen in April 2006 |
| Cell Genesys, Inc. | CFO & VP Corporate Development; later SVP Corporate Development | Pre‑1996 (dates not individually specified) | Senior finance and corporate development leadership in biotech |
| Genetics Institute, Inc. | Various positions | Pre‑Cell Genesys | R&D‑oriented biotech experience |
| Sirna Therapeutics, Inc. | Director (2003–2006); Chairman (2005–2006) | 2003–2006 | Company sold to Merck in Dec 2006 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Numenor Ventures, LLC | Managing Director | Current | Venture capital leadership |
| Current public company boards | — | — | None disclosed in current biography |
Board Governance
- Independence: The board has determined that all directors except the CEO (Howard Robin) are independent; Greer is independent.
- Committee assignments (2024): Audit Committee (Chair), Organization & Compensation Committee (Member), Nominating & Corporate Governance Committee (Member).
- Audit committee financial expert: The board determined Greer qualifies as an “audit committee financial expert.”
- Board and committee activity: The board met 14 times in 2024; each director attended at least 75% of board and key committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors met five times in 2024; the Lead Independent Director (Roy A. Whitfield) presided.
- Board leadership: Separate Chair (Robert B. Chess) and CEO (Howard W. Robin); Lead Independent Director in place.
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Greer) | $113,000 | Actual fees earned/paid for 2024 |
| Annual Board Retainer (2024 policy) | $55,000 | Applies to all non‑employee directors |
| Committee/Chair Retainers (2024 policy) | Audit Chair $25,000; Comp Chair $20,000; Nominating Chair $15,000; Audit member $12,000; Comp member $10,000; Nominating member $8,000 | Incremental to board retainer |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Sep 18, 2024 | Stock Options | 120,000 | Included in $110,939 total option value for Greer | Monthly over 1 year | Annual non‑employee director grant; no RSUs in 2024; exercise price set at closing price on grant date |
| 2024 Total (Greer) | Stock Options | — | $110,939 | — | Aggregate grant date fair value per proxy table |
- Non‑employee director equity accelerates in full upon a change of control; RSUs (if any) vest on death/disability; options remain exercisable for 36 months post‑service, up to the 8‑year term.
- The incentive plan prohibits option/SAR repricing without stockholder approval; non‑employee director annual compensation is capped at $1.2 million (grant date fair value plus cash).
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Inogen, Inc. | Director | 2015–2021 | Medical device (oxygen therapy) |
| Sientra, Inc. | Director | 2014–2018 | Medical aesthetics |
| Versartis, Inc. | Director | 2014–2018 | Endocrine‑focused biopharma |
| Auspex Pharmaceuticals | Director | 2014–2015 | Movement disorders/rare disease; acquired by Teva (noted context) |
| StemCells, Inc. | Director | 2010–2016 | Stem cell therapeutics |
| Ablexis | Chairman & Director | 2010–2016 | Antibody technology |
| Illumina, Inc. | Director | 2001–2005 | Genomics platform |
| CV Therapeutics, Inc. | Director | 2001–2004 | Biotech |
- Compensation Committee interlocks/insider participation: None reported for 2024.
Expertise & Qualifications
- Finance and audit: Former CFO; board‑designated audit committee financial expert; prior CPA.
- Biotech leadership: Founder/CEO/Chairman experience with successful M&A outcomes (Abgenix to Amgen; Sirna to Merck).
- Education: B.A., Economics (Whitman College); MBA (Harvard University).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| R. Scott Greer | 562,574 | <1% | Includes 259,000 options exercisable within 60 days of Feb 27, 2025 |
Additional details:
- Options outstanding (all non‑employee directors, 12/31/2024): Greer had 309,000 stock options outstanding.
- Ownership guidelines: Non‑employee directors should hold ≥3× annual cash retainer; those with >5 years had met previously; proxy notes one non‑executive director temporarily fell below due to share price decline (not named).
- Hedging/pledging: Company policy prohibits hedging, pledging, short sales, and margin trading by directors and employees.
Insider Filings and Trades
| Date/Period | Filing/Transaction | Notes |
|---|---|---|
| FY2024 (reported Jan 17, 2025) | One report for the annual equity award was not timely on Form 4 and was subsequently reported on Form 5 for Messrs. Ajer, Chess, Greer, Whitfield, and Dr. Brainard | Administrative timeliness lapse; company states all other Section 16 filings timely |
Related-Party Transactions and Conflicts
- The company reports no related‑party transactions involving directors or executive officers in 2024, other than a consulting agreement with FLG Partners for the Interim CFO (not related to Greer).
- Related‑party transactions are reviewed and approved/ratified by the Audit Committee under a documented policy.
Governance Assessment
Positive indicators
- Independent, long‑tenured director with deep finance experience; chairs the Audit Committee and is designated an audit committee financial expert, enhancing financial oversight.
- Strong committee engagement (Audit Chair; member of Compensation and Nominating) and board attendance at or above the 75% threshold.
- Shareholder alignment mechanisms: director stock ownership guidelines; prohibition on hedging/pledging; option/SAR repricing prohibited without stockholder approval; annual say‑on‑pay approval at ~93% in 2024 reflects broad investor support.
Risk indicators / red flags
- Minor Section 16 timeliness issue: annual equity award reported via Form 5 after the fact for multiple directors, including Greer.
- Company CIC plan for executives (not directors) retains legacy excise tax gross‑up for certain grandfathered participants, a practice often viewed unfavorably by investors; as a Compensation Committee member, Greer participates in pay oversight.
Overall, Greer brings extensive biotech operating and financial oversight credentials, with current board roles focused on audit quality and governance. No Greer‑specific related‑party transactions are disclosed, ownership is sub‑1% with a meaningful option position, and director pay is a balanced mix of cash retainers and one‑year time‑vested options, aligning incentives while limiting complex performance metrics at the board level.