Arthur Sands
About Arthur T. Sands
Arthur T. Sands, M.D., Ph.D., is President and Chief Executive Officer of Nurix Therapeutics and a director, roles he has held since June 2020 (President) and September 2014 (CEO/Director). He is 63 years old, with a B.A. from Yale and M.D./Ph.D. in Cell Biology from Baylor College of Medicine; previously co‑founded and led Lexicon Pharmaceuticals (1995–2014) and conducted an American Cancer Society postdoctoral fellowship at Baylor. Nurix is pre‑commercial; net income was a loss of $194 million in FY2024, but the company’s TSR (value of a $100 investment from 11/30/2021) improved to $76.72 in 2024 from $21.58 in 2023, versus Nasdaq Biotech peer TSR of $99.40 in 2024. 2024 achievements under his leadership included Fast Track and PRIME designations for lead BTK degrader NX‑5948 and year‑end cash and investments of $609.6 million.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lexicon Pharmaceuticals | Co‑founder, President & CEO, Director | 1995–2014 | Built target‑validation platform; led drug development through public markets (background in CEO bio). |
| Baylor College of Medicine | American Cancer Society Postdoctoral Fellow (Human & Molecular Genetics) | Pre‑1995 | Early research training underpinning drug discovery leadership. |
External Roles
No current public company directorships for Dr. Sands are disclosed in the company’s proxy; prior service noted above.
Board Governance and Service
- Role: Executive Director (Class III); not Board Chair. Independent Chair is Julia P. Gregory (separation of Chair/CEO maintained).
- Independence: Eight of nine incumbent directors are independent; as CEO, Dr. Sands is not independent.
- Committees: Executive directors (incl. CEO) are not listed as members of standing committees.
- Board activity: In FY2024, Board met 5 times; all directors attended ≥75% of meetings.
- Director pay: Dr. Sands receives no additional compensation for director service.
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base salary rate ($) | 592,250 | 615,000 |
| Salary paid ($) | 590,813 | 613,104 |
| 401(k) match ($) | 3,500 | 3,500 |
| Perquisites (housing/utilities near HQ) ($) | 35,978 | 20,192 |
Notes: CEO resides in Texas and is reimbursed for reasonable San Francisco apartment costs when at HQ.
Performance Compensation
Annual Cash Incentive
| Item | FY2023 | FY2024 |
|---|---|---|
| Target bonus (% of base) | 60% | 60% |
| Corporate performance result | 100% of target | 115% of target (stretch goals achieved) |
| Payout ($) | 355,350 | 424,350 |
- Structure: CEO bonus 100% tied to corporate goals; goals include clinical, research, financial and operational milestones; no formulaic weighting; stretch goals may lift payout to 125% of target.
Equity Incentives (Annual Grants)
| Grant Year | Instrument | Grant date | Size (units) | Exercise price ($) | Vesting | Term/Expiry |
|---|---|---|---|---|---|---|
| 2023 | Stock options | 2/14/2023 | 448,000 | 10.83 | 1/36 monthly from grant (time‑based) | 2/13/2033 |
| 2024 | Stock options | 2/13/2024 | 800,000 | 8.72 | 1/36 monthly from grant (time‑based) | 2/12/2034 |
- Design: CEO equity is options only; other NEOs receive ~70% options / 30% RSUs. Options priced at fair market value on grant date; 10‑year term.
Pay Mix and Governance
- At‑risk pay: 89% of CEO target compensation at risk in 2024 (cash bonus + time‑vested equity).
- Clawback: SEC/Nasdaq‑compliant compensation recovery policy adopted July 2023.
- Hedging/Pledging: Prohibited (pledging only with pre‑approval).
Equity Ownership & Alignment
| Ownership measure (as of 3/21/2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 3,615,207 |
| Percent of shares outstanding | 4.6% (out of 76,235,594) |
| Components | 308,333 common; 2,706,874 options exercisable within 60 days; 600,000 common held across four family trusts (150,000 each) |
| Shares pledged | None disclosed; company policy prohibits pledging without pre‑approval. |
Implications for selling pressure: 2023–2024 option grants vest monthly over 36 months, creating a steady cadence of newly‑exercisable options; actual sales are governed by insider trading windows and policy.
Employment Terms
| Scenario | Cash severance | COBRA benefits | Equity acceleration | Total (estimated as of 11/30/2024) |
|---|---|---|---|---|
| Termination without cause/for good reason (no CIC) | 1.0x base salary + prior‑year unpaid bonus ($615,000 base figure) | Up to 12 months ($32,028) | — | $647,028 |
| Termination without cause/for good reason within 12 months post‑CIC (double‑trigger) | 2.0x base salary + prior‑year unpaid bonus + target bonus ($1,599,000 total cash) | Up to 24 months ($64,055) | Full acceleration of time‑based equity; performance awards per plan ($11,053,104 est.) | $12,716,159 |
- At‑will employment; covered under Executive Severance & Change in Control Plan; 280G “best‑net” cutback; all severance conditioned on release.
- Single vs. double trigger: CIC benefits require both a change‑in‑control and qualifying termination (double trigger).
Performance & Track Record
- Strategy and pipeline: 2024 progress included strong Phase 1a/1b data for NX‑5948 (bexobrutideg) with FDA Fast Track (CLL & WM) and EMA PRIME (CLL), advancement of NX‑2127 and NX‑1607, and collaboration milestones (Gilead, Sanofi, Pfizer).
- Capital: FY2024 year‑end cash and investments of $609.6 million.
- Stock performance vs. peers: TSR (value of $100 from 11/30/2021): 2022 $42.99; 2023 $21.58; 2024 $76.72; peer index (Nasdaq Biotech) 2024 $99.40.
- Profitability: FY2024 net loss of $194 million.
Compensation Peer Group (for 2024 decisions)
Peer set (23 pre‑commercial biotech peers) included Arcus, Arvinas, C4 Therapeutics, IDEAYA, IGM, iTeos, Kezar, Kura, Kymera, Monte Rosa, ORIC, Prelude, RAPT, Relay, Replimune, Revolution Medicines, Sutro, Tango, Zentalis, Erasca, Foghorn, Gritstone, Mersana.
Say‑on‑Pay & Shareholder Feedback
| Meeting year | Approval result |
|---|---|
| 2023 (vote on FY2022 comp) | 61% “For” (one‑time retention option program cited as driver) |
| 2024 (vote on FY2023 comp) | Not disclosed in 2024 proxy (context provided) |
| 2025 (vote on FY2024 comp) | 88.3% “For” (Comp Committee cited strong support) |
Policies, Controls, and Red Flags Check
- Clawback policy in place; no excise tax gross‑ups; no options granted below FMV; double‑trigger CIC; no special retirement benefits.
- Anti‑hedging/anti‑pledging; robust insider trading policy.
- Related‑party transactions: none above threshold in the period disclosed.
- Director‑level oversight: Board committees cover compensation risk, audit controls, N&G, and clinical/commercial oversight; independent Chair structure.
Investment Implications
- Alignment: Sands’ 4.6% beneficial stake and option‑heavy grants align upside with shareholders; anti‑hedging/pledging plus clawback reduce governance risk.
- Incentive design: Annual bonuses tied to clinical/operational milestones (not revenue/EBITDA), with discretion and stretch multipliers; 2024 payout at 115% reflects execution momentum—supportive for retention but less tethered to financial KPIs.
- Supply overhang: 2023–2024 option grants vest monthly over 36 months, creating a continuous stream of exercisable options that could translate to periodic selling, subject to windows; watch Form 4s around catalysts.
- Downside protection: Double‑trigger CIC, no tax gross‑ups, and absence of repricing support investor‑friendly posture; severance exposure under CIC estimated at ~$12.7 million as of 11/30/2024.