Julian Baker
About Julian C. Baker
Julian C. Baker (age 57 as of April 18, 2024) is an independent Class II director of Prelude Therapeutics since January 2021; he is a Managing Member of Baker Bros. Advisors LP and holds an A.B. from Harvard University . He brings over three decades of biotech investment experience and serves on multiple public company boards, including chair roles, providing finance, capital markets, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tisch Financial Management | Portfolio Manager | 1994–1999 | Public markets investing in healthcare |
| Credit Suisse First Boston (Private Equity) | Investment professional | 1988–1993 | Private equity investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baker Bros. Advisors LP | Managing Member | 2000–present | Co-founded with Felix Baker; biotech-focused investment adviser |
| Madrigal Pharmaceuticals (MDGL) | Director; Chairman | Current | Chairman; PRLD Chair Paul A. Friedman also serves on MDGL board, creating a board interlock |
| Incyte Corporation (INCY) | Director | Current | Public company directorship |
| Acadia Pharmaceuticals (ACAD) | Director | Current | Public company directorship |
| Denali Therapeutics (DNLI) | Director; Chair of the Board | Current | Chair of Denali’s board |
Board Governance
- Independence: The Board determined Mr. Baker is an “independent director” under Nasdaq and SEC rules .
- Committees and Chair roles (2024–2025):
- Chair, Nominating & Corporate Governance Committee
- Member, Compensation Committee
- Attendance and engagement: In 2024, no director attended fewer than 75% of aggregate Board and committee meetings during their tenure; independents meet separately on a regular basis .
- Board leadership: CEO and Chair roles are separated (CEO: Krishna Vaddi; Chair: Paul A. Friedman) .
- Anti-hedging: Directors are prohibited from hedging company stock .
- Clawback: Compensation recovery policy adopted in Sept 2023 (primarily for executive incentive compensation) .
Fixed Compensation
| Item | Policy/Amount | Notes |
|---|---|---|
| Board retainer (cash) | $35,000 | Non-employee directors |
| Chair of Board (additional) | $30,000 | If applicable |
| Committee retainers | Audit Chair $15,000; Audit Member $7,500; Comp Chair $10,000; Comp Member $5,000; N&CG Chair $8,000; N&CG Member $4,000 | Reflects roles; Baker is N&CG Chair and Comp Member |
| 2024 Cash paid to J. Baker | $51,159 | Paid under Director Compensation Policy; paid directly to his employer |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Non-employee director annual stock option grant | 2024-06-14 (date of annual meeting) | 23,500 options | See individual’s 2024 total option award fair value $65,319 (ASC 718) | Vests on earlier of next annual meeting or one-year anniversary; service-based | None (service-vesting only) |
Note: 2024 non-employee director annual grant size was 23,500 options; vesting is purely service-based; no revenue/TSR/ESG metrics disclosed .
Other Directorships & Interlocks
- Public boards: Incyte, Acadia, Madrigal (Chairman), Denali (Chair), Prelude .
- Interlocks:
- Madrigal: Both Julian C. Baker (Chairman) and PRLD Chair Paul A. Friedman serve on MDGL’s board .
- Investor-affiliated directors: Baker (Baker Bros. Advisors LP) and David Bonita (OrbiMed) both serve on PRLD’s board, reflecting significant investor representation .
Expertise & Qualifications
- Education: A.B., Harvard University .
- Core expertise: Biotech investing, capital allocation, governance, and compensation oversight; chair experience on public boards .
Equity Ownership
| Category | Amount | % of Class | Notes |
|---|---|---|---|
| Voting common stock beneficially owned | 10,246,468 | 23.4% | Aggregated through Baker Funds; see footnotes |
| Non-voting common stock beneficially owned | 7,170,073 | 55.8% | Convertible to voting only subject to 9.99% “Beneficial Ownership Limitation” (adjustable up to 19.99% on 61-day notice) |
| Options exercisable within 60 days (Baker) | 122,644 | — | As of March 31, 2025 |
| Pre-funded warrants (Baker Funds) | 19,532,015 | — | 4.99% “Maximum Percentage” exercise cap; may be reset up to 19.99% on 61-day notice |
Alignment signals: Very large beneficial stake via Baker Funds strongly aligns interests with equity holders; however, concentrated ownership and convertible/warrant structures can amplify investor influence over capital and control dynamics .
Insider Trades (Form 4)
| Filing Date | Nature | Securities | Notes/Source |
|---|---|---|---|
| 2024-06-18 | Annual non-employee director option grant | 23,500 non-qualified stock options | Confirmed in Form 4; consistent with 2024 annual director grant policy |
| 2025-06-13 | Director equity transaction reported (Form 4) | Notional details in filing | Form 4 filed; reflects annual director equity reporting cycle |
Related-Party/Conflicts Review
- Board independence determination: Despite significant shareholdings via Baker Bros. Advisors LP, the Board classified Mr. Baker as independent under Nasdaq/SEC rules .
- Related party transactions: Company reports no related party transactions >$120,000 from Jan 1, 2024 to proxy filing date, other than director/executive compensation .
- Capital raises/participation: In May 2023, Baker Funds participated in PRLD’s public offering (non-voting common and pre-funded warrants), and in Dec 2023 PRLD entered into a Securities Purchase Agreement and amended registration rights with Baker Funds (as disclosed in 13D/A and filings) .
- Director fees remitted to employer: Mr. Baker’s director compensation was paid directly to Baker Bros. Advisors LP .
Governance Assessment
- Positives:
- Independent status, committee leadership (Chair, N&CG; Member, Comp), and at least 75% meeting attendance support board effectiveness .
- Separation of Chair/CEO roles; independent director executive sessions enhance oversight; anti-hedging and clawback policies strengthen governance controls .
- Use of independent compensation consultant (Compensia) for board and executive comp; mitigates pay-setting conflicts .
- Watch items / potential red flags:
- Concentrated ownership and complex instruments (non-voting shares, pre-funded warrants with adjustable caps) could magnify investor influence; continued disclosure and recusal practices are important for conflict management .
- Interlock at Madrigal (two PRLD directors on same external board) may raise information-flow/overboarding considerations, though no specific conflict is disclosed .
- Director compensation directed to employer underscores investor-affiliated status; Board nonetheless affirms independence .
- Current disclosure indicates no material related-party transactions in 2024 beyond standard compensation; prior financing participation by Baker Funds is well-disclosed .
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Option Awards (FV) | Total | Notes |
|---|---|---|---|---|
| 2024 | $51,159 | $65,319 | $116,478 | Paid to employer; options vest by next AGM; 23,500 grant policy |
| 2023 | $48,000 | $92,034 | $140,034 | Paid to employer; 23,500 annual grant policy in 2023 |
Committee Assignments (Current)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Compensation | Member |
Independence, Attendance, Engagement
- Determined independent by the Board (Nasdaq/SEC standards) .
- Attendance: Met at least the 75% threshold in 2024 based on company disclosure that no director fell below it; Board met 5x; Comp Committee met 4x; N&CG met 1x in 2024 .
- Independent directors meet in executive sessions regularly .
Say-on-Pay Context
- Prelude is an Emerging Growth Company and Smaller Reporting Company; not required to hold say-on-pay votes; reduced compensation disclosure applies .