W. Anthony Vernon
About W. Anthony Vernon
Independent director (Class B) of Nuvation Bio since June 2019; age 69. Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee; affirmed independent under NYSE rules. Former CEO of Kraft Foods Group, senior operating leader at Johnson & Johnson, and private equity healthcare partner; B.A. from Lawrence University and MBA from Northwestern University’s Kellogg School. He also serves on the boards of Novocure Ltd. (since 2006) and McCormick & Co. (since 2017).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Group, Inc. | Chief Executive Officer | Oct 2012–Dec 2014 | Led a Fortune 500 CPG company through separation era execution |
| Kraft Foods Group, Inc. | Senior Advisor | Jan–May 2015 | Board/management advisory during transition |
| Kraft Foods (North America) | EVP & President | 2009–Oct 2012 | P&L leadership across North America |
| Ripplewood Holdings | Healthcare Industry Partner | 2006–2009 | Private equity operating partner in healthcare |
| Johnson & Johnson (DePuy) | Company Group Chairman | 2004–2005 | Ran orthopedics subsidiary |
| Johnson & Johnson (Centocor) | President & CEO | 2001–2004 | Led biomedicines division |
| Johnson & Johnson (McNeil Consumer & Nutritionals) | President | — | Consumer health leadership |
| Johnson & Johnson–Merck JV | Worldwide President | — | OTC JV leadership; served on J&J Group Operating Committees |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Novocure Ltd. | Director | Public | Since 2006; interlock: CEO David Hung also serves on Novocure board (Board determined not material for independence) |
| McCormick & Co. | Director | Public | Since 2017 |
| Natures Fynd | Director | Private | Current |
| CMR Surgical Ltd. | Director | Private | Current |
| Northwestern Kellogg School | Global Advisory Board | Academic | Current |
| Prior public boards | Director | Public | Medivation, Kraft Foods Group, Intersect ENT (formerly) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Compensation Committee (Bazemore, Cui, Vernon) met 12 times in 2024; Nominating & Corporate Governance (Bazemore, Mashal, Vernon) met 2 times in 2024.
- Independence: Board affirmed Vernon as independent; Board noted Vernon and Hung both serve on Novocure but judged the relationship immaterial under its policy thresholds.
- Attendance/engagement: Board held 14 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. Non-management directors held 14 executive sessions.
- Board leadership: Dr. Hung is Board Chair; Robert Bazemore is Lead Independent Director.
- Election class/rights: Vernon is a Class B Director (Class B holders elect certain seats under the charter).
Fixed Compensation
| Component (Non-Employee Director) | Policy Amount | Vernon 2024 Cash Earned |
|---|---|---|
| Annual Board retainer | $40,000 | $40,000 |
| Compensation Committee – Chair fee | $12,000 | $12,000 |
| Nominating & Corporate Governance – Member fee | $5,000 | $5,000 |
| Total Cash | — | $57,000 |
Notes:
- Lead Independent Director receives an additional $30,000 retainer (not applicable to Vernon).
Performance Compensation
| Year | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| 2024 | Sep 2024 | Stock option (annual grant) | 200,801 | $385,020 | Vests in full on earlier of 1-year anniversary or next annual meeting (May 21, 2025) |
| 2023 | May 2023 | Stock option (annual grant) | 366,744 | $392,434 | Vested May 15, 2024 (one-year or next AGM) |
Additional policy terms:
- Annual non-employee director option grant sized to ~$385,000 fair value; initial new-director grant ~$770,000 (3-year monthly vest).
- Directors (other than specified exceptions) received September 2024 grants that vest at the 2025 annual meeting.
Compensation mix signal:
- 2024: Cash $57,000 of $442,020 total (12.9% cash; 87.1% equity) .
- 2023: Cash $56,250 of $448,684 total (12.5% cash; 87.5% equity) .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks / Notes |
|---|---|---|---|
| Novocure Ltd. | Director | Not disclosed | Vernon and Hung both serve; Board deemed immaterial for independence |
| McCormick & Co. | Director | Not disclosed | Director since 2017 |
Expertise & Qualifications
- Former CEO of a global Fortune 500 (Kraft); deep P&L and transformation experience in consumer and healthcare.
- Senior operator across multiple Johnson & Johnson businesses (biopharma, devices, consumer).
- Current board experience in medtech and CPG (Novocure, McCormick).
- Education: B.A. (Lawrence University); MBA (Northwestern Kellogg).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Options Exercisable Within 60 Days | Total Beneficial Ownership | % of Class A |
|---|---|---|---|---|
| W. Anthony Vernon | 304,100 | 792,047 | 1,096,147 | <1% |
Policy and alignment:
- Anti-hedging/anti-pledging: Directors, employees, and consultants are prohibited from short sales, options, hedging, margin accounts, and pledging of company stock.
Insider Trades (Forms 4 and Grants)
| Date | Filing/Source | Transaction | Key Terms |
|---|---|---|---|
| Sep 3, 2024 (filed Sep 5, 2024) | SEC Form 4 (Vernon) | Annual director stock option grant | 200,801 options; grant-date fair value $385,020; vests at 2025 annual meeting (per director policy) |
| May 21, 2025 (filed May 23, 2025) | StreetInsider (Form 4 notice) | Annual director stock option grant at 2025 AGM | Consistent with policy to grant annual options at the annual meeting |
Governance Assessment
- Strengths
- Independent director; chairs Compensation Committee and serves on Nominating & Governance, indicating trust in oversight of pay and governance. Board affirmed independence and found disclosed interlocks immaterial.
- High engagement: Board and committees met frequently in 2024; minimum 75% attendance by all directors; regular executive sessions support independent oversight.
- Equity-heavy director pay aligns interests with shareholders; standard anti-hedging/anti-pledging policy strengthens alignment.
- Dodd-Frank–compliant clawback policy in place.
- Risk indicators / monitoring points
- Class B Director seat: Under the charter, Class B stockholders elect specific board seats; Vernon is a Class B Director, which can concentrate nomination power (a structural consideration for independence-in-fact).
- Interlock: Vernon and the CEO (Hung) both serve on Novocure’s board; Board deemed this below policy thresholds and not compromising independence, but it merits ongoing monitoring for information flow and potential conflicts.
Director Compensation (context)
| Year | Cash Fees | Option Awards (Fair Value) | Total |
|---|---|---|---|
| 2024 | $57,000 | $385,020 | $442,020 |
| 2023 | $56,250 | $392,434 | $448,684 |
Compliance & Related-Party Checks
- Compensation Committee interlocks: None reported; no committee member (including Vernon) has served as a company officer in past three years; no cross-compensation committee interlocks.
- Related-party transactions: No related-person transactions involving directors/officers beyond standard compensation disclosed for 2023–2025 period.
Committee Charters & Responsibilities (relevance to Vernon’s role)
- Compensation Committee (Chair: Vernon): Oversees executive/director pay, equity plans, severance and change-in-control protections; engaged FW Cook for advice. Met at least quarterly and as needed.
- Nominating & Corporate Governance (Member: Vernon): Board/committee composition, director compensation recommendations, succession, ESG oversight.
Notes on Shareholder Votes
- Say-on-pay presented annually; Board recommended FOR in 2025 proxy; final vote results reported via subsequent 8-K after annual meeting.