Roy Baynes
NateraAbout Roy Baynes
Roy D. Baynes, M.D., Ph.D., age 70, has served as an independent director of Natera since 2018. He is Executive Vice President and Chief Medical Officer of Eikon Therapeutics (since July 2022) and previously served as CMO and Head of Global Clinical Development at Merck; senior roles at Gilead and Amgen; and was the Charles Martin Professor of Cancer Research at Wayne State University. He holds an M.D. and Ph.D. from the University of the Witwatersrand, Johannesburg .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck (MRK) | Chief Medical Officer; Head of Global Clinical Development | 2013–2022 | Led development for Keytruda and broader portfolio |
| Gilead Sciences | SVP Oncology, Inflammation & Respiratory | 2012–2013 | Therapeutic leadership |
| Amgen | VP Global Development; Hematology/Oncology TA Head | 2002–2012 | Clinical development leadership |
| Wayne State Univ. / Karmanos Cancer Institute | Charles Martin Professor of Cancer Research | Prior to 2002 | Academic oncology leadership |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Travere Therapeutics (TVTX) | Director | 2016 | Public biopharma; current director |
| Aardvark Therapeutics | Director | Dec 2024 | Public announcement of appointment |
| Nurix Therapeutics (NRIX) | Director | Mar 2025 | Appointed to board; prior medical advisory role |
| Adcendo ApS (private) | Independent, non-executive Director | Apr 2025 | ADC oncology company |
| CatalYm GmbH (private) | Independent Director | Jan 2024 | Immuno-oncology, visugromab program |
Board Governance
- Committee assignments: Member, Nominating, Corporate Governance and Compliance Committee (NCGCC) .
- Independence: Determined independent under Nasdaq rules; one of eight independent directors .
- Attendance: Board met five times in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Governance practices: Annual board, committee, and individual director self-evaluations led by external legal counsel; empowered Lead Independent Director (Roelof Botha); fully independent committees; regular executive sessions .
- Committee oversight: NCGCC oversees board effectiveness, governance, compliance, sustainability, and regulatory risk .
Fixed Compensation
| Element | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $55,000 | Increased to $60,000 effective 2025 |
| Committee chair retainers | Audit $25,000; HCC $20,000; NCGCC $15,000 | Members: Audit $12,500; HCC $10,000; NCGCC $7,500 |
| Lead Independent Director retainer | $40,000 | Additional to board member retainer |
| Meeting fees | None | Directors reimbursed reasonable expenses |
2024 Director Compensation (Baynes):
| Component | Amount (USD) |
|---|---|
| Fees Earned/Paid in Cash | $61,040 |
| Stock Awards | $320,972 |
| Total | $382,012 |
Quarterly RSUs in lieu of cash retainers (Baynes, 2024–Q1’25):
| Grant Date | Shares | Grant Date Fair Value |
|---|---|---|
| 2024-04-26 | 169 | $15,491 |
| 2024-07-26 | 143 | $14,682 |
| 2024-10-25 | 124 | $14,591 |
| 2025-01-31 | 92 | $16,277 |
Performance Compensation
| Equity Element | Value | Vesting/Metrics | Notes |
|---|---|---|---|
| Annual RSU grant to non-employee directors | $325,000 (2024); $355,000 (2025) | 12 months, time-based; full vest on change-in-control | No performance conditions; determined off 30-day average price |
| Additional equity retainer for Lead Independent Director and committee chairs | $45,000 (RSUs) | 25% immediate; remainder vests quarterly over nine months | Recognizes higher workload/time commitment |
No director performance metrics (e.g., revenue, EBITDA, TSR) are attached to director equity awards; awards are time-based RSUs under the Equity Plan, with an annual compensation cap of $900,000 (initial year $1,250,000) per non-employee director .
Other Directorships & Interlocks
| Overlap | Detail | Implication |
|---|---|---|
| Travere Therapeutics | Baynes (director since 2016) and Natera director Ruth Williams‑Brinkley (Travere director since 2021) both serve on TVTX’s board | Potential information flow; governance committees should monitor for conflicts if any transactions arise between companies |
Expertise & Qualifications
- Oncology and hematology clinical development leadership across Merck, Gilead, Amgen; architected development strategies for breakthrough medicines (incl. Keytruda) .
- Academic credentials and publications; M.D. and Ph.D. from University of the Witwatersrand .
- Board governance experience across multiple biopharma companies, including public boards and Internet sources above.
Equity Ownership
| As of 12/31/2024 | Count |
|---|---|
| RSUs outstanding | 2,964 |
| Options outstanding | 19,649 |
Insider transactions (Form 4 highlights):
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2024-11-15 | 2024-11-15 | M (option exercise) | 22,000 | $22.83 | 37,807 | |
| 2024-11-15 | 2024-11-15 | M (option exercise) | 15,230 | $24.42 | 53,037 | |
| 2024-11-15 | 2024-11-15 | S (sale) | 16,404 | $145.21 | 31,133 | |
| 2024-11-15 | 2024-11-15 | S (sale) | 9,467 | $147.31 | 19,896 | |
| 2024-11-15 | 2024-11-15 | S (sale) | 2,106 | $148.74 | 17,790 | |
| 2024-11-15 | 2024-11-15 | S (sale) | 1,770 | $146.26 | 29,363 | |
| 2024-10-29 | 2024-10-25 | A (RSU award) | 124 | $0 | 15,807 | |
| 2025-07-01 | 2025-06-27 | A (RSU award) | 2,143 | $0 | 18,158 | |
| 2025-10-31 | 2025-10-31 | A (RSU award) | 93 | $0 | 18,359 |
Governance Assessment
- Committee & board effectiveness: Baynes serves on NCGCC, aligning with his regulatory and clinical oversight background; board employs robust evaluation and has independent leadership and executive sessions—positives for effectiveness .
- Independence & engagement: Confirmed independent; attendance meets policy thresholds; attended annual meeting—supports investor confidence .
- Compensation & alignment: Baynes elected RSUs in lieu of cash retainers throughout 2024–Q1’25, increasing equity alignment; director equity is time-based with reasonable annual caps; 2025 increase in director equity and cash retainer reflects workload maturity, but remains within plan limits .
- Ownership/insider activity: 2024 option exercises followed by open market sales at ~$145–$150; continued receipt of small RSU grants and a larger mid-2025 award as part of standard program. No evidence of hedging/pledging; company prohibits such activities and maintains clawback on awards—mitigates alignment risks .
- Conflicts & related-party exposure: No related-party transactions disclosed with Baynes; audit committee pre-approves significant related-party transactions; note interlock on Travere’s board with another Natera director—monitor potential conflicts if material transactions arise .
RED FLAGS: None identified specific to Baynes. Company prohibits hedging/pledging, has a clawback policy, and maintains independent oversight of related-party transactions .
Signals: High equity alignment via RSU elections; steady committee engagement; extensive external oncology expertise bolsters board strategy in diagnostics/oncology segments .
Appendix: Policy References
- Anti-hedging and anti-pledging policy for directors and executives .
- Clawback policy applicable to awards and amounts under the Equity Plan .
- Annual compensation limits for non-employee directors under Equity Plan ($900k; $1.25M initial) .