Edward Saltzman
About Edward C. Saltzman
Edward C. Saltzman, age 70, is an independent Class II director of Nurix Therapeutics (NRIX) serving since September 2022. He brings nearly four decades of pharma/biotech strategic consulting experience; currently Senior Strategic Advisor at Lumanity (formerly Cello Health) and previously Founder of Defined Health, with prior leadership roles after its sale to Cello Health. He serves on NRIX’s Compensation Committee and Clinical & Commercialization Committee; the Board has determined he is independent. In 2025 he was nominated for re‑election through 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Defined Health Inc. | Founder; built leading asset strategy advisor for biotech/biopharma | Founded 1993; led until sale Jan 2017 | Established premier strategic advisory practice for boards and senior management |
| Cello Health (bio-consulting unit) | President; then Executive Chairman | 2017 (President until mid‑2017); Executive Chairman mid‑2017–Mar 2022 | Led integration and expansion post‑acquisition until rebrand to Lumanity |
| Lumanity Inc. | Head of Biotech Strategy → Senior Strategic Advisor | Head Mar 2022–Mar 2023; Senior Strategic Advisor current | Advises on strategy and value/market access; Arsenal Capital portfolio company focus on accelerating access to medical advances |
External Roles
| Organization | Role | Status |
|---|---|---|
| Israel Biotech Fund | Venture Advisor | Current |
| Vidac Pharmaceuticals Inc. | Director | Prior |
| Saniona AB | Director | Prior |
Board Governance
- Independence: The Board determined Mr. Saltzman is independent under Nasdaq and SEC rules. Eight of nine incumbent directors, including Saltzman, are independent.
- Committees: Member, Compensation Committee (not chair). Member, Clinical & Commercialization Committee (not chair).
- Attendance: In FY2024, the Board met 5 times; Compensation Committee 6; Clinical & Commercialization (formerly Development Advisory) 6. No director attended fewer than 75% of applicable meetings.
- Say‑on‑Pay: 2024 advisory approval ~88.3%, indicating broad investor support of pay design.
- Comp consultant independence: Aon (Human Capital Solutions) engaged by the Compensation Committee; Committee determined no conflicts.
- Clawback & trading controls: Company maintains a clawback policy compliant with SEC/Nasdaq; anti‑hedging and anti‑pledging policy for officers and directors.
- Related‑party oversight: Written Related Person Transactions Policy; Audit Committee approval required >$120,000. No related‑party transactions reported from Dec 1, 2023 to present.
- Section 16 compliance: Company believes all Section 16 filings were timely in FY2024.
Fixed Compensation
- NRIX non‑employee director program (unchanged in FY2024):
- Annual cash retainer: $50,000; Chair of the Board: +$35,000; Committee Chairs: Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $10,000, Clinical & Commercialization $10,000; Committee members: Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $5,000; Clinical & Commercialization $5,000; paid quarterly, pro‑rated as needed.
- FY2024 actual for Edward C. Saltzman:
- Fees earned in cash: $60,000; Option awards grant‑date fair value: $276,179; Total: $336,179.
| Component | FY2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 60,000 |
| Option Awards ($) – grant‑date fair value (ASC 718) | 276,179 |
| Total ($) | 336,179 |
Performance Compensation
- Structure: NRIX uses stock options for non‑employee directors (no performance‑based cash or RSUs for directors).
- Grant mechanics:
- Initial Grant: 50,000 options upon joining; vests monthly over 36 months.
- Annual Grant: 25,000 options at each annual meeting; vests fully on next annual meeting or one‑year anniversary.
| Equity Grant Type | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial director grant | 50,000 options | 36 equal monthly installments over 3 years | Granted at appointment; time‑based vesting aligns tenure to equity |
| Annual director grant | 25,000 options | 100% on next annual meeting or 1‑year anniversary | Time‑based annual refresh; options priced at grant date FMV |
2024 Option Award value to Saltzman: $276,179 (ASC 718).
Other Directorships & Interlocks
| Company | Public/Private | Role | Timeframe |
|---|---|---|---|
| Saniona AB | Public (prior) | Director | Not specified (prior service) |
| Vidac Pharmaceuticals Inc. | Private (prior) | Director | Not specified (prior service) |
- Interlocks/Conflicts: None disclosed involving NRIX’s Compensation Committee; Aon served as independent advisor with no conflicts.
Expertise & Qualifications
- Strategic development and market access expertise across pharma/biotech; founder of Defined Health; senior advisory roles at Cello Health/Lumanity; Venture Advisor at Israel Biotech Fund.
- Brings commercialization, portfolio strategy, and board advisory experience relevant to NRIX’s late‑stage development and commercialization planning.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 94,444 | Represents options exercisable within 60 days as of Mar 21, 2025; “<1%” ownership of outstanding shares |
| Ownership as % of shares outstanding | <1% | Based on 76,235,594 shares outstanding (Mar 21, 2025) |
| Options outstanding (#) | 100,000 | Options held as of Nov 30, 2024 |
| Hedging/Pledging | Prohibited (subject to limited exceptions for pledging with pre‑approval) | Company‑wide policy applies to directors |
Governance Assessment
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Board effectiveness: Independent status, active service on Compensation and Clinical & Commercialization committees, and no attendance shortfalls support governance quality.
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Alignment and incentives: Director pay mixes modest cash ($60k) with option‑heavy equity that vests over tenure, creating alignment with shareholder value creation while avoiding short‑term metrics.
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Conflicts and controls: No related‑party transactions disclosed; anti‑hedging/pledging policy and clawback regime reduce misalignment risk; compensation consultant independence affirmed.
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Shareholder sentiment: 2024 say‑on‑pay approval ~88.3% indicates broad support for compensation governance; no Section 16(a) filing issues in FY2024 further supports compliance discipline.
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RED FLAGS: None disclosed specific to Mr. Saltzman (no related‑party exposure, no attendance issues, no hedging/pledging, no delinquent filings).