Roy A. Whitfield
NEKTAR THERAPEUTICSAbout Roy A. Whitfield
Roy A. Whitfield, age 71, has served on Nektar’s board since August 2000 and as Lead Independent Director since January 2019. He co‑founded Incyte Corporation and served as CEO (1993–2001) and Chairman (2001–2003), following senior operating and business development roles at Technicon/Cooper Biomedical and seven years with Boston Consulting Group; he holds a B.S. in Mathematics from Oxford University and an MBA from Stanford University . Nektar’s board has determined he is independent under Nasdaq rules; as Lead Independent Director he approves board agendas/materials and presides over executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incyte Corporation | Co‑founder; Chief Executive Officer; Chairman; Director | CEO: 1993–Nov 2001; Chairman: Nov 2001–Jun 2003; Director: 1991–Jan 2014 | Led company formation and growth; public company board leadership |
| Technicon Instruments / Cooper Biomedical | Senior operating and business development positions | 1984–1989 | Operating and BD leadership in medical instrumentation/diagnostics |
| Boston Consulting Group | Strategy consultant (international practice) | Seven years (pre‑1984) | Corporate strategy expertise |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| — | No current public company directorships disclosed | — | Prior: Incyte director until January 2014 |
Board Governance
- Independence and leadership
- Independent director; Lead Independent Director since 2019 with authority to call/lead independent sessions, approve agendas/materials, and act as liaison with the Chair .
- Committee assignments (2024) and meeting cadence
- Audit Committee: Member; 5 meetings in 2024 .
- Nominating & Corporate Governance Committee: Chair; 3 meetings in 2024 .
- Attendance and engagement
- 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 .
- Independent director executive sessions: five sessions in 2024, presided over by the Lead Independent Director .
Fixed Compensation
Director pay structure (effective 2024) and Roy Whitfield’s 2024 compensation:
- Director plan retainer schedule (company‑wide)
- Annual retainer (non‑employee director): $55,000; Chair of the Board: +$50,000; Lead Independent Director: +$25,000; Committee chair/member retainers: Audit Chair $25,000/member $12,000; Compensation Chair $20,000/member $10,000; Governance Chair $15,000/member $8,000; annual equity grants typically each September; director options have 8‑year term; post‑service option exercise window 36 months; full acceleration upon change of control .
| Component | Amount (USD) |
|---|---|
| 2024 Cash Fees Earned (Whitfield) | $120,000 |
| 2024 Option Award Fair Value (Whitfield) | $110,939 |
| 2024 Total Director Compensation (Whitfield) | $230,939 |
Performance Compensation
- Structure: In 2024, Nektar granted each then‑serving non‑employee director 120,000 stock options; no RSUs were granted. Director options vest monthly over one year; exercise price equals grant‑date close; options have an eight‑year term; full acceleration upon change of control .
- Roy Whitfield 2024 grant details and outstanding equity:
| Equity Element | Details |
|---|---|
| Annual grant (Sep 18, 2024) | 120,000 stock options to each non‑employee director; Whitfield grant fair value $110,939 |
| Vesting | Options vest monthly over one year per Director Plan |
| Change‑in‑control treatment | Full acceleration of director options/RSUs at closing |
| Outstanding options (12/31/2024) | 309,000 options outstanding (Whitfield) |
- Performance metrics: Director equity in 2024 was time‑based; no performance (TSR/operational) metrics applied to director pay .
Other Directorships & Interlocks
- Compensation Committee composition and interlocks: The 2024 Organization & Compensation Committee comprised Diana Brainard (Chair), Jeff Ajer, and R. Scott Greer; no committee interlocks or insider participation disclosed . Whitfield is not a member of this committee .
Expertise & Qualifications
- Strategic leadership and governance: Former founder/CEO/Chairman of a public biotech (Incyte) with extensive board governance experience, coupled with BCG strategy background .
- Academic credentials: B.S. Mathematics (Oxford), MBA (Stanford) .
- Role‑specific expertise: As Lead Independent Director, oversees independent board processes, agendas, and information flow—key for board effectiveness and investor oversight .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 546,750 shares | <1% of outstanding shares |
| Options exercisable within 60 days (included above) | 259,000 | As of Feb 27, 2025 |
| Shares held in trusts for his children (included above) | 71,500 | Whitfield is sole trustee |
| Hedging/pledging | Prohibited for directors under company policy | No hedging, pledging, short sales, or margin trading allowed |
| Director stock ownership guideline | 3× annual board cash retainer | To be achieved within 5 years; board noted one unnamed non‑executive director currently below due to share price decline but previously compliant; monitoring ongoing |
Governance Assessment
-
Positives supporting investor confidence
- Independent Lead Director since 2019 with clearly defined authorities over agendas, information, and executive sessions—enhances oversight of management and board effectiveness .
- Active committee roles (Audit member; Governance Chair) and board‑wide attendance standard met (≥75%); board met 14 times in 2024; five independent executive sessions held .
- Transparent director pay structure with modest cash retainers and equity in the form of options; no director RSUs granted in 2024; compensation cap for non‑employee directors of $1.2M per year .
- Strong shareholder support on executive pay (93% say‑on‑pay approval in June 2024), indicating alignment with investor expectations on compensation governance .
- Prohibitions on hedging/pledging and the existence of director ownership guidelines reinforce alignment with shareholders over time .
-
Watch items / potential red flags
- Very long board tenure (since 2000) can raise independence‑perception concerns at some institutions despite formal independence; mitigated by Lead Independent Director role and active committee leadership .
- Company disclosed one non‑executive director is currently below ownership guidelines due to share price decline (unnamed) and may consider alternative guidelines—monitor for sustained compliance trajectory; no indication this relates to Whitfield specifically .
- At the company level (executive, not director), legacy change‑in‑control excise‑tax gross‑up provisions persist for certain grandfathered participants—a governance negative noted by some investors, though not applicable to directors and not newly adopted .
- 2025 board‑sponsored capital actions (increase authorized shares and reverse split authorization) place a premium on robust independent oversight and shareholder engagement; as Lead Independent Director, Whitfield’s role in process integrity is consequential for investor confidence .
No related‑party transactions involving Whitfield were disclosed; the only 2024 related‑party item was the consulting arrangement with FLG Partners for the Interim CFO (not board‑related) .