June Bray
About June Bray
Independent director of Quince Therapeutics (QNCX); age 71; director since June 2022. Career regulatory leader with senior roles at Allergan and Organon, plus 25 years at Berlex; education includes B.S. in Pharmacy (University of Rhode Island) and MBA in Pharmaceutical Marketing (Fairleigh Dickinson University) . Member of the Audit Committee; the Board has determined all non-management directors (including Bray) are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan | Senior Vice President, Global Regulatory Affairs & Medical Writing | — | Led regulatory strategies across psychiatry and neurology among other TAs |
| Organon (now Merck) | Vice President, Regulatory Affairs | — | Led regulatory activities for development and marketed products |
| Berlex Laboratories (now Bayer HealthCare Pharmaceuticals) | Multiple roles of increasing responsibility | 25 years | Deep regulatory and development operations experience |
| Hoechst-Roussel Pharmaceuticals (now Sanofi-Aventis) | Sterile manufacturing | — | Manufacturing operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioXcel Therapeutics, Inc. | Director | Since March 2021 | Public company directorship |
| Travecta Therapeutics | Director | Oct 2021 – Oct 2022 | Private company board role |
| Formation Bio | Advisory Board Member | Since 2022 | Tech-driven pharma advisory role |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Classified board; staggered three-year terms |
| Independence | All non-management directors are independent; audit/comp/nom-gov committees fully independent |
| Committee memberships (Bray) | Audit Committee member; audit chair is Christopher J. Senner; other members include Una Ryan |
| Audit Committee focus | Financial reporting, auditor independence, risk management (including cybersecurity/privacy), info security controls, related-party transaction approvals, fee pre-approvals |
| Lead Independent Director | Una Ryan; presides over executive sessions; liaison role; may call meetings; available to shareholders |
| Attendance | In 2024, every director attended ≥75% of board and committee meetings held during their service |
| Annual meeting attendance | Policy encourages directors to attend; 2024 annual meeting attended by five of eight then-serving directors |
| Hedging/pledging | Company policy prohibits hedging and pledging of company securities by directors |
Fixed Compensation
| Year | Cash Fees ($) | Stock Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 45,500 | 22,140 | 67,640 |
| 2023 | 45,500 | 34,560 | 80,060 |
Outside Director Compensation Policy: Annual cash retainers—Board member $38,000; Lead/Chair $52,500; Audit member $7,500 (chair $15,000); Compensation member $5,500 (chair $11,000); Nominating member $4,000 (chair $8,000). Starting Jan 1, 2025, directors may elect to receive the cash retainer in the form of a stock option vesting quarterly .
Performance Compensation
| Element | Detail |
|---|---|
| Initial equity grant (on appointment) | Stock option to purchase 54,000 shares; vests in three equal annual tranches over 3 years, subject to continued service |
| Annual equity grant (continuing directors) | Typical annual grant of 27,000 shares if appointed >6 months before annual meeting; 13,500 if 3–6 months; none if <3 months; vests 100% at one-year anniversary |
| Change in control treatment | All director options vest in full immediately prior to and contingent upon a change in control, subject to continued service through the event |
| 2024 option position (as of 12/31/2024) | 108,000 options outstanding |
| 2023 option position (as of 12/31/2023) | 18,000 options outstanding |
| Performance metrics tied to director pay | None disclosed; director options are time-based, not performance-based |
Other Directorships & Interlocks
| Entity | QNCX Director Involved | Role | Interlock/Notes |
|---|---|---|---|
| BioXcel Therapeutics, Inc. | June Bray | Director (since Mar 2021) | Interlock: QNCX director Rajiv Patni is Strategic Clinical Advisor to BioXcel since Dec 2023, creating potential information-flow linkage |
| Travecta Therapeutics | June Bray | Director (Oct 2021 – Oct 2022) | — |
| Formation Bio | June Bray | Advisory Board Member (since 2022) | — |
Expertise & Qualifications
- Regulatory leadership across development and lifecycle management at Allergan; prior VP Regulatory Affairs at Organon; 25-year progression at Berlex; sterile manufacturing foundation at Hoechst-Roussel .
- Education: B.S. Pharmacy (Univ. of Rhode Island), MBA Pharmaceutical Marketing (Fairleigh Dickinson) .
- Audit Committee service; committee members deemed financially literate by the Board (audit financial expert designation reserved for Senner) .
Equity Ownership
| As-of Date | Shares Owned | Options Exercisable within 60 days | Aggregate Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Mar 31, 2025 | — | 70,570 | 70,570 | * (below 1%) |
| Mar 31, 2024 | — | 45,000 | 45,000 | * (below 1%) |
| Dec 31, 2024 (position) | — | — | 108,000 options outstanding | — |
| Dec 31, 2023 (position) | — | — | 18,000 options outstanding | — |
Pledging/Hedging: Prohibited by insider trading policy, reducing alignment risk from collateralization or hedging .
Governance Assessment
- Independence and attendance: Bray meets Nasdaq independence; Audit Committee-only membership reduces compensation-related conflict risk; attendance was ≥75% in 2024, supporting engagement .
- Compensation alignment: Director pay largely cash fees plus time-based options; Y/Y option award value declined (2024: $22,140 vs 2023: $34,560), suggesting restrained equity risk; no performance metrics tied to director equity grants, typical for small-cap biotech boards .
- Ownership “skin-in-the-game”: Beneficial ownership is via options with relatively small near-term exercisable position (70,570 as of 3/31/2025); alignment is modest but consistent with non-employee director norms; hedging/pledging bans improve alignment quality .
- Interlocks/conflicts: BioXcel linkage (Bray as director; Patni as advisor) merits monitoring for potential related-party considerations if QNCX enters transactions with BioXcel; no related-party transactions disclosed involving Bray in the 2024 proxy .
- Committee efficacy: Audit Committee remit includes related-party reviews, cybersecurity, and risk oversight—Bray’s regulatory background should be additive to compliance and risk discussions; audit financial expert role held by Senner, balancing committee expertise .
RED FLAGS: None specific to Bray identified in proxies; monitor BioXcel interlock for future related-party exposure and director equity concentration for alignment, given small beneficial ownership position .
