Barbara Duncan
Ovid TherapeuticsAbout Barbara Duncan
Barbara Duncan (age 60) is an independent director of Ovid Therapeutics, serving since June 2017. She is a former CFO and Treasurer of Intercept Pharmaceuticals (2009–2016), prior CEO/CFO at DOV Pharmaceutical (through its sale in 2010), and previously worked in corporate finance at SBC Warburg Dillon Read and Lehman Brothers. She holds a BS from Louisiana State University and an MBA from The Wharton School, and is designated the Board’s audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercept Pharmaceuticals, Inc. | Chief Financial Officer & Treasurer | May 2009 – July 2016 | Led finance; public company CFO experience relevant to audit oversight |
| DOV Pharmaceutical, Inc. | CFO; later CEO (pre-sale) | Until 2010 (sale to Euthymics Bioscience) | Operating executive; capital markets and transitions |
| SBC Warburg Dillon Read, Inc. | Corporate finance | Not disclosed | Investment banking experience |
| Lehman Brothers Inc. | Corporate finance | Not disclosed | Investment banking experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Halozyme Therapeutics, Inc. | Director | Current | Public company director |
| Atea Pharmaceuticals, Inc. | Director | Current | Public company director |
| Fusion Pharmaceuticals Inc. | Director | Current | Public company director |
| Adaptimmune Therapeutics plc | Director | Prior | Public company director |
| Immunomedics, Inc. | Director | Prior | Public company director |
| Jounce Therapeutics, Inc. | Director | Prior | Public company director |
| ObsEva SA | Director | Prior | Public company director |
| Innoviva, Inc. | Director | Prior | Public company director |
| Aevi Genomic Medicine, Inc. | Director | Prior | Public company director |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq standards; committee members meet heightened independence. Duncan is independent and the audit committee financial expert .
- Committee assignments (FY2024): Audit Committee Chair; Nominating & Corporate Governance member; not on Compensation .
- Attendance: The Board met 7 times in FY2024; each incumbent director attended ≥75% of Board and committee meetings. Independent directors held 3 executive sessions; lead independent director Bart Friedman presided .
- Board leadership: Combined CEO/Chair (Jeremy Levin) with lead independent director (Bart Friedman) to balance oversight .
- Say-on-pay outcomes:
- 2025: For 35,433,853; Against 904,185; Abstain 11,228,779; Broker non-votes 8,425,770 .
- 2024: For 40,499,565; Against 1,760,461; Abstain 8,185; Broker non-votes 16,235,602 .
Fixed Compensation (Director)
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $40,000 | Policy rate for non-employee directors |
| Audit Committee Chair fee | $15,000 | Chair supplement |
| Nominating & Governance Committee member fee | $5,000 | Member supplement |
| Total cash fees paid to Duncan (FY2024) | $60,000 | Matches policy math and disclosure |
- Policy changes effective FY2025: Base retainer increased to $45,000; initial option grant raised to 90,000 shares; annual option grant raised to 45,000 shares .
Performance Compensation (Director Equity)
| Grant | Grant date | Type | Shares/Units | Exercise price | Vesting | Grant date fair value |
|---|---|---|---|---|---|---|
| One-time director option grant | Dec 2024 | Stock option | 90,000 | Not disclosed per director | 36 equal monthly installments | Reported in aggregate; Duncan’s 2024 option awards FV: $150,555 |
| Annual director option grant (policy) | Annual grant date | Stock option | 30,000 (FY2024 policy); 45,000 (FY2025) | FMV at grant | Vests in full 12 months after grant | Policy terms |
| Initial director option grant (policy) | Upon election | Stock option | 60,000 (FY2024 policy); 90,000 (FY2025) | FMV at grant | Monthly over 3 years | Policy terms |
- Performance metrics: None disclosed for director equity grants; director equity is not contingent on financial KPIs (options vest time-based) .
Other Directorships & Interlocks
- Current boards include Halozyme, Atea, and Fusion—biotech peers; no Ovid-disclosed related-party transactions with entities where Duncan has a financial interest. Related-party policy in place, and 2023–2025 related-party disclosures note indemnification agreements but no Duncan-specific transactions .
- Potential interlocks: None disclosed with Ovid’s major counterparties; monitor overlapping industry exposure for information flow risks .
Expertise & Qualifications
- Financial expertise: Former public company CFO and audit committee financial expert; deep capital markets and reporting experience .
- Biopharma governance: Multiple public biotech boards; strategic planning and financing experience .
- Education: BS (Louisiana State University), MBA (Wharton) .
Equity Ownership
| As-of date | Beneficial ownership (shares) | % of outstanding | Composition |
|---|---|---|---|
| Apr 24, 2025 | 157,037 | <1% | Solely stock options exercisable within 60 days |
| Oct 31, 2025 | 172,037 | <1% | Solely stock options exercisable within 60 days |
- Options outstanding at 2024 year-end (aggregate): 112,037 for Duncan .
- Hedging/pledging: Company policy prohibits short sales, options, hedging transactions, margin accounts, and pledging by officers/directors/employees; supports alignment and risk control .
- Ownership guidelines: No director-specific stock ownership guideline disclosed; executive clawback policy applies to officers (not directors) .
Governance Assessment
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Strengths:
- Independent Audit Chair and designated audit financial expert; enhances reporting integrity and risk oversight .
- Strong committee independence and active executive sessions under lead independent director .
- Transparent director pay; cash modest, equity via options with time-based vesting; 2025 policy updates still emphasize at-risk equity exposure .
- Shareholder support: Consistent say-on-pay approvals (2024, 2025), indicating investor acceptance of compensation practices .
- Prohibitions on hedging/pledging reduce misalignment risks .
-
Watch items:
- Multi-board commitments may pose time/attention constraints in a clinical-stage, capital-intensive environment; ongoing attendance ≥75% mitigates concern, but remain vigilant during periods of strategic financing or audit complexity .
- Combined CEO/Chair structure can reduce board independence; presence of a robust lead independent director and independent committee chairs offsets but does not eliminate this governance risk .
-
Red flags:
- No Duncan-specific related-party transactions or pledging/hedging flagged; none disclosed across 2024–2025 proxies and 8-Ks .
- Director compensation appears standard; no repricing or option modifications disclosed for directors; one-time 2024 grants were market-referenced and broad-based across non-employee directors .
Overall: Barbara Duncan’s audit leadership and financial expertise are aligned with Ovid’s needs amid financing activities and clinical development risk. Her independence, committee roles, and attendance support board effectiveness, with limited conflict indicators and investor support for compensation structures .