Gwenn Hansen
About Gwenn Hansen
Gwenn M. Hansen, Ph.D., is Chief Scientific Officer (CSO) of Nurix Therapeutics (NRIX). She has served as CSO since June 2020, after serving as SVP, Research from July 2019 through May 2020; she joined Nurix in 2015 and previously held discovery leadership roles at Lexicon Pharmaceuticals and was an associate professor at Baylor College of Medicine. She holds a B.A. in Biology from Gustavus Adolphus College and a Ph.D. in Biomedical Sciences from the University of Tennessee–Knoxville; her age is 54 as of March 21, 2025 . Company pay-versus-performance data shows TSR value of an initial $100 investment of $76.72 in 2024 vs $21.58 in 2023 and $42.99 in 2022, with net income of $(194)M in 2024, $(144)M in 2023, and $(180)M in 2022; Nurix disclosed it did not use financial performance measures to link compensation actually paid to performance in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nurix Therapeutics | Chief Scientific Officer | Since Jun 2020 | Leads discovery organization; expands DNA-encoded library platform for small molecule discovery |
| Nurix Therapeutics | SVP, Research | Jul 2019 – May 2020 | Established DELigase platform and discovery leadership |
| Nurix Therapeutics | Various scientific leadership roles | 2015 – 2019 | Built discovery capabilities and programs |
| Lexicon Pharmaceuticals | Discovery-focused roles | — | Discovery leadership in pharma R&D |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baylor College of Medicine | Associate Professor, Center for Drug Discovery | — | Academic leadership in drug discovery |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 476,250 | 493,200 | 510,533 |
| Stock Awards – Grant Date FV ($) | 999,993 | 259,920 | 392,400 |
| Option Awards – Grant Date FV ($) | 2,163,400 | 670,084 | 890,947 |
| Non-Equity Incentive Plan ($) | 180,480 | 203,693 | 235,520 |
| All Other Compensation ($) | 4,460 | 5,860 | 4,460 |
| Total ($) | 3,824,583 | 1,632,757 | 2,033,860 |
Performance Compensation
- Annual cash bonus plan: Corporate goals assessed at 115% for FY2024; non-CEO NEOs received an individual performance multiplier of 115% based on contributions to strategic and operating initiatives . Bonus payout for Hansen: base $512,000, target 40% ($204,800), corporate 115%, individual 115%, payout $235,520 .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY2024) | Corporate objectives | — | 40% of base ($204,800) | 115% corporate; 115% individual | $235,520 | Cash (paid) |
| Stock Options (FY2024 grant) | Time-based | — | 150,000 options | Granted at $8.72 strike | Grant-date FV $890,947 | Vests monthly 1/36 over 3 years |
| RSUs (FY2024 grant) | Time-based | — | 45,000 RSUs | Granted | Grant-date FV $392,400 | Vests quarterly over 3 years; first vest 7/30/2024 |
- Option/RSU vesting mechanics: FY2024 options vest in equal monthly installments over 36 months; RSUs vest in equal quarterly increments over three years; RSUs first vest occurred July 30, 2024 .
- 2024 realized value: RSUs vested 28,327 shares; value realized on vesting $524,554; no option exercises .
Equity Ownership & Alignment
- Beneficial ownership as of March 21, 2025: 673,674 shares; less than 1% of shares outstanding (based on 76,235,594 shares) .
- Hedging and pledging: Company prohibits hedging and, subject to limited exceptions, pledging; robust insider trading policy .
- Ownership guidelines: Not disclosed.
- Outstanding equity awards (FY2024 year-end snapshot):
- RSUs unvested: 37,500 units; market value $829,125 (at $22.11 as of Nov 29, 2024) .
- Options by grant (selected highlights): 2/13/2024 – 37,500 exercisable/112,500 unexercisable at $8.72 expiring 2/12/2034; 2/14/2023 – 51,858 exercisable/37,042 unexercisable at $10.83 expiring 2/13/2033; 8/9/2022 – 33,918 exercisable/26,380 unexercisable at $18.50 expiring 8/8/2032; additional older options at strikes $0.84–$38.97 with various expirations through 2031–2030 .
| Award | Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration | RSUs Unvested | RSU MV ($) |
|---|---|---|---|---|---|---|---|
| Options | 2/13/2024 | 37,500 | 112,500 | 8.72 | 2/12/2034 | — | — |
| Options | 2/14/2023 | 51,858 | 37,042 | 10.83 | 2/13/2033 | — | — |
| Options | 8/9/2022 | 33,918 | 26,380 | 18.50 | 8/8/2032 | — | — |
| Options | 1/19/2022 | 81,769 | 33,669 | 19.49 | 1/3/2032 | — | — |
| RSUs | 4/30/2024 (vesting start) | — | — | — | — | 37,500 | 829,125 |
Employment Terms
- At-will employment with participation in Executive Severance and Change in Control Plan; clawback policy compliant with SEC and Nasdaq; double-trigger change-in-control provisions; no excise tax gross-ups .
- Severance economics (assumes termination as of Nov 30, 2024):
- Termination without cause or for good reason (outside 12 months post‑CoC): severance payment $384,000; medical benefits continuation $14,377; no equity acceleration; total $398,377 .
- Termination without cause or for good reason (within 12 months post‑CoC): severance payment $716,800; medical benefits continuation $19,169; accelerated vesting of equity awards $3,556,610; total $4,292,580 .
- Non-CEO NEO change-in-control structure (policy terms): lump sum equals annual base salary + prior year earned bonus (if unpaid) + target bonus for year of termination; 12 months medical continuation; service-based equity fully accelerates; performance-based per applicable award; unassumed awards accelerate at CoC .
| Scenario | Cash Severance ($) | Medical ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| No CoC | 384,000 | 14,377 | — | 398,377 |
| With CoC (double-trigger) | 716,800 | 19,169 | 3,556,610 | 4,292,580 |
Compensation Program Governance
- Compensation Committee (FY2023/FY2024): Dr. Lacey (Chair), Dr. Kunkel, and Mr. Saltzman; independent consultant Aon engaged; peer groups used to benchmark .
- Committee change: Dr. Kunkel resigned from Board and its committees effective Sep 1, 2025; Roy D. Baynes appointed chair of Clinical and Commercialization Committee (not Compensation) .
- Practices: pay-for-performance philosophy; clawback; no hedging/pledging; no excise tax gross-ups; double-trigger CoC; no guaranteed compensation or special retirement benefits .
Compensation Peer Group (Benchmarking)
- FY2023 peer group (21 companies): Allogene, Arcus, Arvinas, C4, Gossamer Bio, IDEAYA, IGM, iTeos, Kezar, Kronos, Kymera, Nkarta, ORIC, RAPT, Relay, Replimune, Revolution Medicines, Mersana, Sutro, Turning Point, Zentalis .
- FY2022 peer group criteria and list (20 companies) including Arcus, Arvinas, Black Diamond, C4, CytomX, Gritstone, Harpoon, IGM, iTeos, Kronos, Kymera, Mersana, ORIC, Precision, RAPT, Relay, Revolution Medicines, Sutro, Turning Point, Applied Molecular Transport .
Say-on-Pay & Shareholder Feedback
- 2023 Annual Meeting say-on-pay: Votes For 19,907,448; Against 12,499,830; Abstentions 1,644,715; approved .
Performance & Track Record
- FY2024 achievements cited for bonus determinations: substantial clinical progress, particularly NX‑5948; met key stretch goals; exceeded research goals including a stretch goal; corporate achievement set at 115% .
- FY2022 corporate goals achievement: 85% of target; Hansen individual performance 115%; total bonus achievement 94% of target .
Equity Grant History and Vesting Terms (Recent)
| Year | Options Granted (#) | RSUs Granted (#) | Mix & Vesting |
|---|---|---|---|
| 2024 | 150,000 | 45,000 | Options vest monthly 1/36; RSUs vest quarterly over 3 years; grant date 2/13/2024; strike $8.72 |
| 2023 | 112,900 options; 20,000 RSUs (part of NEO mix) | 20,000 RSUs (Hansen) | Annual refresh; options 3-year vest; RSUs 3-year quarterly vest |
| 2022 | 175,736 options; 51,308 RSUs (aggregate from two grants), plus 60,298 options (Aug) | 51,308 RSUs | RSUs vest quarterly; options typical 1/4 cliff then monthly or straight-line as specified |
Equity Ownership & Alignment Notes
- 2024 RSU value measurement: market value computed at $22.11 per share as of Nov 29, 2024 for unvested RSUs .
- 2024 realized value on vesting indicates potential sell pressure around vest dates; no 2024 option exercises by Hansen .
- Policy prohibits hedging/pledging, reducing alignment risk .
Employment Terms – Definitions
- “Good reason” includes >10% base salary reduction (unless uniform among executives), material reduction in duties during CoC period, certain relocation increasing commute >50 miles, or successor not assuming plan; requires notice and cure period; 280G best‑net cutback applies .
- Unassumed equity awards at CoC automatically accelerate in full .
Investment Implications
- Strong alignment via at‑risk pay: 2024 equity grants (70% options / 30% RSUs for non‑CEO NEOs) and time‑based vesting provide retention but no performance‑vested equity; bonus tied to clinical and research milestones achieved above target (115%) suggests execution competency in R&D programs .
- Retention risk appears moderate: double‑trigger CoC protection with meaningful equity acceleration ($3.56M acceleration estimate) and cash severance ($716.8k) could reduce turnover incentives during strategic events; ongoing quarterly RSU vesting adds steady retentive hold .
- Trading and selling pressure: RSU vesting cadence (quarterly) and 2024 realized RSU value ($524.6k) without option exercises suggest limited near‑term selling pressure from options; monitor future RSU vests and any Form 4 sales for liquidity needs .
- Governance quality: clawback, no excise tax gross‑ups, no hedging/pledging, independent comp consultant and peer benchmarking support investor-friendly practices; committee membership changes in 2025 do not indicate compensation governance instability .
- Performance linkage: Company disclosed no financial measure linkage to “Compensation Actually Paid” in 2024; reliance on milestone-based goals aligns with biotech stage but reduces direct linkage to TSR/financials; consider overall company TSR trends and clinical milestone risk when evaluating pay-for-performance integrity .