Troy Wilson
About Troy E. Wilson
Dr. Troy E. Wilson, age 56, has served as an independent director of Puma Biotechnology since October 2013. He is President, CEO, and Chairman of Kura Oncology, and previously served as CEO of Avidity Biosciences, Wellspring Biosciences, Araxes Pharma, and Intellikine. He holds a J.D. from NYU, a Ph.D. in bioorganic chemistry, and a B.A. in biophysics from UC Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avidity Biosciences, Inc. (public) | President & CEO | Nov 2012 – Feb 2019 | Led biotech through early growth; later transitioned to director role |
| Wellspring Biosciences, Inc. (private) / Araxes Pharma LLC (private) | President & CEO | Jul 2012 – Mar 2019 | Operated parent/sub biotech entities in oncology |
| Intellikine, Inc. (private) | President & CEO; Director | Apr 2007 – Jan 2012; Aug 2007 – Jan 2012 | Early-stage oncology company leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kura Oncology, Inc. (public) | President, CEO & Chairman | Aug 2014 – Present | Executive leadership at clinical-stage oncology company |
| Avidity Biosciences, Inc. (public) | Director | Nov 2012 – Present | Board service at public biotech |
Board Governance
- Independence: The Board determined Dr. Wilson is independent under NASDAQ and SEC rules; seven of eight directors are independent .
- Committees: Audit Committee (Member), Nominating & Corporate Governance Committee (Chair), Research & Development Committee (Member) .
- Audit Committee financial expert: The Board determined Dr. Wilson is an “audit committee financial expert” (with Moyes and Dorval) .
- Committee activity and oversight:
- Nominating & Corporate Governance Committee met twice in FY2024; oversees governance, succession, conflicts (outside of related party transactions reviewed by Audit), and director compensation recommendations .
- Audit Committee met five times in FY2024; reviews financial reporting, internal controls, cybersecurity oversight, and approves related-party transactions .
- Research & Development Committee provides pipeline and clinical trial oversight; Wilson is a member .
- Meetings & attendance: Board held four meetings in FY2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Non-employee directors met in executive session four times; committees also held executive sessions (Audit 5; Compensation 5; Nominating 2) .
- 2025 shareholder vote (director election): Wilson received 24,308,330 For; 10,739,205 Withheld; 6,521,146 broker non-votes .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board annual retainer | 50,000 | Standard non-employee director cash retainer |
| Audit Committee (member) | 10,000 | Member retainer |
| Nominating & Corporate Governance (chair) | 10,000 | Chair retainer |
| Research & Development (member) | 7,500 | Member retainer |
| Total cash fees (Wilson) | 77,500 | Director Compensation Table (FY2024) |
- Program structure unchanged in 2024 and 2025 after external review by Compensia .
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting / Terms |
|---|---|---|---|
| Annual RSU Award (2024) | Jun 18, 2024 | 27,000 RSUs; $83,430 grant date fair value | Vests in full on earlier of 1-year anniversary or next annual meeting, subject to continued service |
| Program target | Annual | Value targeted at $300,000, but capped at max 27,000 shares; cap produced less than $300,000 in each of past three years | |
| Initial option award (for new directors) | Upon joining | Options targeting $700,000 Black-Scholes value, up to 100,000 shares; 1/3 at 1 year, then monthly vesting | Exercise price = fair market value at grant; program limit $1,000,000 total annual director compensation |
- No performance-based equity for directors is disclosed; annual director equity is time-based RSUs under the Director Compensation Program .
Director Compensation Summary (2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Wilson) | 77,500 |
| Stock Awards (RSUs) (Wilson) | 83,430 |
| Total (Wilson) | 160,930 |
Other Directorships & Interlocks
| Company | Relationship to PBYI | Note |
|---|---|---|
| Kura Oncology (public) | None disclosed | Wilson serves as CEO & Chairman; no PBYI interlock disclosed in proxy excerpts . |
| Avidity Biosciences (public) | None disclosed | Wilson serves as director; no PBYI interlock disclosed in proxy excerpts . |
- Related party transaction oversight resides with the Audit Committee; policy requires independent director approval and arm’s-length terms for any such transactions .
Expertise & Qualifications
- Executive leadership across multiple biopharma companies; extensive life sciences industry experience .
- Audit/finance: Identified in Board’s skills matrix with financial/accounting expertise and designated as an audit committee financial expert .
- Scientific credentials: Advanced education in science (Ph.D. in bioorganic chemistry), consistent with Board matrix .
- Governance: Chairs the Nominating & Corporate Governance Committee; oversees governance guidelines, succession planning, and board/committee structures .
Equity Ownership
| Item | Amount / Status |
|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 65,504 shares; less than 1% of outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 27,000 RSUs |
| Outstanding stock options | 37,604 (vested/unvested total) |
| Director stock ownership guidelines (updated Feb 2025) | Minimum 3x annual cash retainer by Dec 31, 2029 (or by fifth anniversary thereafter); incumbents must retain ≥10,000 shares through Dec 31, 2029; unvested RSUs count, unexercised options do not |
| Compliance status (as of Dec 31, 2024) | Each non-employee director with ≥3 years of service had met then-current ownership requirements |
| Hedging & pledging | Prohibited for directors; policy bars hedging, pledging, margin, shorts, and derivatives |
Governance Assessment
-
Strengths
- Independent director with deep biotech operating experience; serves as Audit Committee financial expert and chairs Nominating & Corporate Governance, supporting board effectiveness and oversight .
- Robust alignment features: time-based RSUs, share ownership guidelines (3x retainer by 2029), and prohibition on hedging/pledging enhance investor alignment and risk controls .
- Attendance threshold met at board/committee level (≥75% for all directors); active committee cadence across Audit (5), Compensation (5), Nominating (2), and executive sessions .
-
Watch items / potential red flags
- 2025 director election support for Wilson showed elevated withhold votes relative to peers (24.3M For vs. 10.74M Withheld), which may signal shareholder concerns about time commitments, independence, or other issues; merits engagement follow-up .
- Time/commitment load: concurrent CEO/Chair role at Kura plus two public company directorships (PBYI and Avidity) may raise investor scrutiny on capacity, although no specific policy breach is disclosed in the proxy .
- Director equity awards are capped at 27,000 shares, resulting in less than the $300,000 target value; while conservative on dilution, it reduces at-risk equity value relative to program intent .
-
Related-party/conflict controls
- Related-party transactions are reviewed and approved by independent directors under a formal policy; the Audit Committee oversees Item 404 reviews .
- No arrangements or understandings (other than those disclosed for the CEO) existed for Wilson’s selection as a director .
Notes on Investor Sentiment
- Say-on-Pay (2025): 32,617,895 For; 1,698,665 Against; 730,975 Abstain; broker non-votes 6,521,146, indicating overall support for executive pay framework separate from director comp .