Roy Baynes
About Roy D. Baynes
Roy D. Baynes, MB.BCh, M.Med, Ph.D., age 70, was appointed as an independent Class II director of Nurix Therapeutics on March 11, 2025, after serving on Nurix’s Medical Advisory Board from October 2023 to March 2025 . He is Executive Vice President and Chief Medical Officer at Eikon Therapeutics (since July 2022), and previously served as Chief Medical Officer and Head of Global Clinical Development at Merck, Senior Vice President at Gilead, Vice President at Amgen, and Professor of Cancer Research at Wayne State University; he holds medical and doctoral degrees from the University of the Witwatersrand, South Africa . He was determined by the Board to be independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eikon Therapeutics | Executive Vice President & Chief Medical Officer | Jul 2022–present | Clinical leadership in biotech; privately held |
| Merck & Co. | Head of Global Clinical Development; Chief Medical Officer | Global Dev: Dec 2013–Jul 2016; CMO: Jul 2016–Apr 2022 | Architect for development strategies of major medicines including pembrolizumab (Keytruda) |
| Gilead Sciences | Senior Vice President, Oncology/Inflammation/Respiratory | Prior to Merck (dates not specified) | Therapeutic area leadership |
| Amgen | Vice President, Global Clinical Development; Therapeutic Area Head Hem/Onc | Prior to Gilead (dates not specified) | Hematology/Oncology development |
| Wayne State University (Karmanos Cancer Institute) | Charles Martin Professor of Cancer Research | Prior to Amgen (dates not specified) | NCI-designated comprehensive cancer center; academic leadership |
| University of Kansas Medical Center | Professor of Medicine | Earlier in career (dates not specified) | Academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Natera, Inc. | Director | Current | Public company directorship |
| Travere Therapeutics, Inc. | Director | Current | Public company directorship |
| Aardvark Therapeutics, Inc. | Director | Current | Company type not specified in proxy |
| CatalYm GmbH | Director | Current | Private biopharma (Germany) |
| Decheng Capital | Advisor | Current | Advisory role to investment firm |
Board Governance
- Independence: The Board determined Baynes is independent under SEC and Nasdaq rules; eight of nine incumbent directors are independent .
- Committee assignment: Member, Clinical and Commercialization Committee (formerly Development Advisory Committee) effective March 11, 2025; committee chaired by Dr. Lori Kunkel .
- Committee scope: Oversees clinical development and commercialization programs, pipeline, trial safety risks, healthcare compliance, IP strategy, market access/pricing, sales force buildout, and competitor developments .
- Tenure on this board: Service commenced March 11, 2025; nominated for election to a three-year term expiring at the 2028 annual meeting .
- Attendance: In FY2024, the Board held 5 meetings and committees held 5–6 meetings each; no director attended fewer than 75% of applicable meetings. Five of seven then-serving directors attended the 2024 annual meeting; Baynes joined in 2025 so FY2024 attendance metrics do not apply to him .
- Executive sessions: Independent directors meet separately without management on a regular basis .
Fixed Compensation
| Component | Amount/Terms | Vesting/Timing | Baynes-specific 2025 Notes |
|---|---|---|---|
| Annual cash retainer (Director) | $50,000 per year | Paid quarterly, pro-rated for partial service | Pro-rated for remainder of FY ending Nov 30, 2025 |
| Committee member retainer (Clinical & Commercialization) | $5,000 per year | Paid quarterly, pro-rated | Pro-rated for remainder of FY ending Nov 30, 2025 |
| Committee chair fees (reference) | Clinical & Commercialization chair $10,000; Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $10,000 | Paid quarterly | Baynes is not a chair; for context only |
| Board Chair additional retainer (reference) | $35,000 per year | Paid quarterly | Not applicable to Baynes |
Performance Compensation
| Award Type | Shares | Grant Date | Vesting | Strike/Terms | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Initial Stock Option | 50,000 | Mar 11, 2025 | 36 equal monthly installments over 3 years, subject to service | Exercise price = closing sale price on Grant Date (Nasdaq); option grant under 2020 EIP | Acceleration in full upon consummation of a “Corporate Transaction” (as defined in 2020 EIP) |
| Annual Stock Option (each annual meeting) | 25,000 | Each annual meeting date | Vests on earlier of 1-year or next annual meeting, subject to service | Standard director program terms | Acceleration in full upon consummation of a “Corporate Transaction” |
- No performance-linked metrics (TSR, revenue, EBITDA, ESG) are disclosed for director compensation; director equity awards are time-based vesting only .
Other Directorships & Interlocks
| Company | Relationship to Nurix | Potential Interlock/Conflict Considerations |
|---|---|---|
| Natera, Inc. (Public) | Diagnostics; no disclosed transactions with Nurix | No related-party transactions >$120,000 disclosed; Board affirmed independence |
| Travere Therapeutics, Inc. (Public) | Biopharma; no disclosed transactions with Nurix | No related-party transactions >$120,000 disclosed; Board affirmed independence |
| Aardvark Therapeutics, Inc. | Biotech; no disclosed transactions with Nurix | No related-party transactions >$120,000 disclosed |
| CatalYm GmbH | Biopharma; no disclosed transactions with Nurix | No related-party transactions >$120,000 disclosed |
| Decheng Capital (Advisor) | Investment firm; no disclosed transactions with Nurix | No related-party transactions >$120,000 disclosed |
- Nurix collaborates with Sanofi, Gilead, and Pfizer; Baynes previously held senior roles at Gilead and Amgen. No related-party transactions or material interests were reported for Baynes under Item 404(a), and the Board affirmed his independence .
Expertise & Qualifications
- Hematology/Oncology clinical leadership across Merck (global clinical portfolio oversight; pembrolizumab strategy), Gilead, Amgen; executive biotech leadership at Eikon .
- Academic credentials: MB.BCh, M.Med (Internal Medicine), Ph.D. from University of the Witwatersrand; oncology training at Johannesburg Hospital .
- Current governance experience on multiple public and private boards in biotech/diagnostics .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Roy D. Baynes | 12,777 | <1% | Options exercisable within 60 days of Mar 21, 2025: 12,777; no common shares disclosed |
| Company shares outstanding basis | 76,235,594 (as of Mar 21, 2025) | — | Basis for % ownership calculations |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and, subject to limited exceptions with pre-approval, pledging or short sales by officers and directors .
- Section 16 compliance: Company believes all Section 16 filing requirements were timely in FY2024 based on representations and records .
Governance Assessment
- Strengths: Independent status; deep clinical development expertise aligned with Nurix’s pipeline maturation; active role on Clinical & Commercialization Committee enhances board effectiveness in trial design and commercialization planning .
- Alignment & incentives: Standard cash retainers plus option-heavy director equity with multi-year time-based vesting; initial and annual option grants align long-term interests with shareholders; change-of-control acceleration is common for director awards but should be noted by investors .
- Engagement: Board and committee structures robust; annual self-evaluations; independent director executive sessions; strong oversight across audit, compensation, and commercialization committees .
- Conflicts/related-party risk: No related-party transactions >$120,000; 8-K confirms no family relationships or material interests for Baynes; independence affirmed despite external directorships and prior industry roles .
- Policies: Clawback policy compliant with SEC/Nasdaq; insider trading policy bars hedging/pledging; use of independent comp consultant (Aon) with no conflicts; 2024 say-on-pay support at ~88.3% indicates broader investor acceptance of compensation governance, though this pertains to executives rather than directors .
RED FLAGS: None disclosed specific to Baynes. Note single-trigger acceleration of director equity upon Corporate Transaction; while typical for directors, investors should monitor treatment of director awards in change-of-control scenarios .
Attendance: FY2024 attendance thresholds met by all directors; Baynes’ attendance data will be available in the next proxy cycle given his March 2025 start .
Notes
- Indemnification: Company entered into its standard indemnification agreement with Baynes, consistent with prior filings .
- Election: Baynes is a Class II nominee for a term through the 2028 annual meeting .