Judith Reinsdorf
About Judith A. Reinsdorf
Judith A. Reinsdorf, age 61, has served on Nurix Therapeutics’ Board since October 2021 and is an independent director with deep corporate governance and legal experience. She was EVP & General Counsel at Johnson Controls International (Sept 2016–Nov 2017) following Tyco International (EVP & General Counsel, Mar 2007–Sept 2016), and began her career at Crowell & Moring with subsequent legal roles at Monsanto, Pharmacia, and C.R. Bard; she holds a B.A. from University of Rochester and a J.D. from Cornell Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls International | EVP & General Counsel | Sept 2016–Nov 2017 | Led post-merger legal function following Tyco combination |
| Tyco International | EVP & General Counsel | Mar 2007–Sept 2016 | Oversaw governance, risk, regulatory matters |
| Crowell & Moring | Associate | Began 1989 | Early legal career foundation |
| Monsanto; Pharmacia; C.R. Bard | Legal counsel roles | Not disclosed | Corporate governance, regulatory and strategic planning exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enpro Inc. | Director | Current | Board service; committee details not disclosed |
| Toll Brothers, Inc. | Director | Current | Board service; committee details not disclosed |
| University of Rochester | Board of Trustees | Current | Governance oversight in academia |
| NACD New Jersey Chapter | Board Member | Current | Director education/community leadership |
| Alexion Pharmaceuticals, Inc. | Director | Until 2021 (acquired by AstraZeneca) | Prior public board; large-cap biotech exposure |
| Dun & Bradstreet Corporation | Director | 2013–2019 | Data/analytics governance experience |
| Cornerstone Building Brands, Inc. | Director | 2021–2022 (taken private) | Industrial/building sector exposure |
Board Governance
- Independence: Determined independent by the Board; eight of nine incumbent directors are independent, including Ms. Reinsdorf .
- Committees: Member, Audit Committee; Chair, Nominating & Corporate Governance Committee .
- Attendance: In FY2024, no director attended fewer than 75% of Board and committee meetings; Board (5), Audit (5), Compensation (6), Nominating & Corporate Governance (5), Clinical & Commercialization (6) .
- Risk oversight: Audit Committee reviews financial reporting, compliance, and cybersecurity risks; Nominating & Corporate Governance oversees ESG and governance programs .
| Committee | Role | FY2024 Meetings | Independence |
|---|---|---|---|
| Audit Committee | Member | 5 | Committee meets Nasdaq/SEC independence; oversight of related-party transactions |
| Nominating & Corporate Governance | Chair | 5 | Oversees board evaluation, governance and ESG |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $65,833 |
Program structure (for non-employee directors):
- Annual cash retainer: $50,000; Chair of 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) .
Performance Compensation
| Equity Component | Grant Policy | FY2024 Value (USD) | Vesting |
|---|---|---|---|
| Initial option grant (on first appointment) | 50,000 options | N/A in 2024 | Vests in 36 equal monthly installments over 3 years |
| Annual option grant (for continuing directors at annual meeting) | 25,000 options | $276,179 | Vests fully on 1-year anniversary or earlier next annual meeting |
- FY2024 total option award accounting value: $276,179 .
- Outstanding options as of Nov 30, 2024: 102,500 options (director total outstanding) .
Insider trades (recent):
- Form 4 filed May 19, 2025 (Annual Meeting date), reflecting changes in beneficial ownership; consistent with annual director option grant policy on annual meeting date .
Other Directorships & Interlocks
- Current public boards: Enpro Inc.; Toll Brothers, Inc. .
- Prior public boards: Alexion Pharmaceuticals, Inc. (until 2021 acquisition); Dun & Bradstreet (2013–2019); Cornerstone Building Brands (2021–2022) .
- Interlocks/conflicts assessment: Current affiliations (industrial/real estate) are outside biotech; no related-party transactions >$120,000 in FY2024–present; Audit Committee reviews such matters under policy .
Expertise & Qualifications
- Corporate governance, risk management, regulatory/compliance, data privacy, and strategic planning expertise; broad legal credentials from Fortune 500 issuers and diversified sectors .
- Determined independent; enhances board oversight and governance rigor .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Judith A. Reinsdorf | 102,500 | <1% | Represents options exercisable within 60 days of Mar 21, 2025; no direct share holdings disclosed |
- Anti-hedging/pledging policy: Directors/officers prohibited from hedging and, subject to limited exceptions with pre-approval, pledging Company securities .
Governance Assessment
- Positives: Independent; Chairs Nominating & Corporate Governance; serves on Audit; attendance above 75%; robust anti-hedging/pledging and clawback policies; no related-party transactions; director equity compensation primarily at-risk (options) aligning pay with shareholder value .
- Watch items: Multiple external board commitments—Guidelines consider board/other professional responsibilities in nominations; continued monitoring of time commitments advisable as NRIX approaches commercialization .
- Shareholder signals: 2024 say-on-pay support ~88.3% indicates broad investor acceptance of compensation governance; 2025 annual meeting quorum achieved and all Class II nominees (including Reinsdorf) elected, sustaining governance continuity .
No familial relationships, no disclosed related-party transactions in FY2024–present; Audit Committee oversees related-person transaction policy enforcement .