Frank Clyburn
About Frank K. Clyburn, Jr.
Frank K. Clyburn, Jr. (age 60) has served on Revolution Medicines’ Board since August 2024 and is a Class II director standing for election to a term ending at the 2028 annual meeting . He was CEO and a director of International Flavors & Fragrances (IFF) from February 2022 to February 2024, previously EVP and Division President of Human Health at Merck (March 2021–January 2022) and held multiple leadership roles at Merck from 2009 to 2022; earlier roles include Sanofi Aventis (1994–2008) and Marion Laboratories (1987–1994) . He serves on the board of Cencora, Inc. (NYSE: COR) and previously served on the board of DuPont de Nemours, Inc. (June 2019–January 2022); education includes an MBA from Arizona State University and a B.A. from Franklin & Marshall College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Flavors & Fragrances (IFF) | Chief Executive Officer; Director | Feb 2022 – Feb 2024 | Led large-scale transformation in food, fragrance, biosciences |
| Merck & Co., Inc. | EVP & Division President, Human Health; various leadership roles | Mar 2021 – Jan 2022; roles 2009 – 2022 | Built oncology business unit; led Keytruda franchise inception |
| Sanofi Aventis | VP & Head, U.S. Internal Medicine & Oncology; various management roles | 1994 – 2008 | Commercial leadership across therapeutic areas |
| Marion Laboratories | Sales positions | 1987 – 1994 | Commercial field experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cencora, Inc. (NYSE: COR) | Director | Current | Global pharma solutions company |
| DuPont de Nemours, Inc. | Director | Jun 2019 – Jan 2022 | Multi-industry specialty solutions |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair, Commercialization Committee .
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq standards; committees (Audit, Compensation, Nominating & Corporate Governance) are entirely independent .
- Board leadership: CEO Mark Goldsmith is Chair; Alexis Borisy is Lead Independent Director and presides over executive sessions of independent directors .
- Attendance/engagement: In 2024, the Board met 8 times; each Board member attended at least 75% of Board and committee meetings; Clyburn was appointed August 2024 and served during that period .
- Committee activity: 2024 meetings—Audit (4), Compensation (7), Nominating (3), R&D (4), Commercialization (1); Clyburn joined Compensation (effective September 2024) and chaired newly formed Commercialization Committee .
Fixed Compensation
| Component (2024 Program) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $45,000 | Non-employee directors (2024 program) |
| Lead independent director retainer | $30,000 | Additional retainer |
| Audit Chair / Member | $20,000 / $10,000 | Annual cash for Audit Committee roles |
| Compensation Chair / Member | $15,000 / $7,500 | Annual cash for Compensation roles |
| Nominating Chair / Member | $10,000 / $5,000 | Annual cash for Nominating roles |
| R&D Chair / Member | $15,000 / $7,500 | Annual cash for R&D roles |
| Commercialization Chair / Member | $15,000 / $7,500 | Annual cash for Commercialization roles |
| Clyburn 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 24,518 |
| Stock Awards (fair value) | 294,471 |
| Option Awards (fair value) | 705,504 |
| Total | 1,024,493 |
2025 program changes (effective as of the 2025 Annual Meeting): annual cash retainer increased to $50,000; Compensation Chair to $18,000, members to $9,000; Initial Grant shifted to value-based $834,000 (70% options/30% RSUs); Annual Grant $417,000 (70% options/30% RSUs), subject to the 2020 Plan annual $1,000,000 cap per non-employee director .
Performance Compensation
- Equity design (directors): Initial Grant standard terms—option to purchase 33,400 shares and 9,600 RSUs; options vest monthly over 3 years; RSUs vest quarterly over 3 years; Annual Grant: option targeted at 16,700 shares and 4,800 RSUs, but capped at $550,000 in 2024 (resulting in 15,955 options and 4,248 RSUs per director receiving the annual grant) .
- Vesting for annual grants: options vest by first anniversary or immediately prior to next annual meeting; RSUs vest by first specified quarterly vest date anniversary or immediately prior to next annual meeting .
| Clyburn Equity Position at 12/31/2024 | Shares |
|---|---|
| Options outstanding | 26,540 |
| RSUs outstanding | 6,355 |
| Options exercisable within 60 days (beneficial ownership calc) | 6,936 |
No director-specific performance metrics (e.g., TSR hurdles) are used for director equity grants; awards are time-based per the Director Compensation Program .
Other Directorships & Interlocks
| Company | Relationship to RVMD | Potential Interlock/Conflict Note |
|---|---|---|
| Cencora, Inc. | Clyburn is a current director | No RVMD-related transaction disclosed involving Cencora . |
| DuPont de Nemours, Inc. | Former director | Historical role; no RVMD transaction disclosed . |
| Tango Therapeutics | Other RVMD directors (Weber CEO; Borisy director) | RVMD entered a clinical collaboration and supply agreement with Tango; Audit Committee approved under related-person policy; Clyburn not named in the transaction . |
Expertise & Qualifications
- Deep biopharma commercialization and oncology franchise-building experience (Merck Keytruda leadership; Sanofi U.S. Internal Medicine & Oncology) .
- Large-cap CEO experience (IFF) and global operational oversight .
- Education: MBA (Arizona State University); B.A. (Franklin & Marshall College) .
Equity Ownership
| Beneficial Ownership (as of 3/31/2025) | Shares | % Outstanding |
|---|---|---|
| Outstanding shares owned | 1,155 | |
| Options exercisable within 60 days | 6,936 | |
| Total beneficially owned | 8,091 | |
| Percentage | <1% (indicated by “*”) |
- Insider trading policy prohibits hedging, derivative transactions, and pledging/margin accounts for covered persons (including directors), reinforcing alignment with stockholder interests .
Governance Assessment
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Strengths:
- Independent director with extensive oncology-commercial leadership; sits on and strengthens Compensation Committee governance; chairs Commercialization Committee—aligned with RVMD’s late-stage pipeline push .
- Board structure features a Lead Independent Director and regular executive sessions of independent directors; committees are fully independent .
- Attendance/engagement acceptable: all directors met at least 75% meeting attendance in 2024; Board active across five committees; Clyburn added to Compensation in September 2024 and chairs Commercialization .
- Anti-hedging/pledging policy and related-person transaction review by Audit Committee mitigate governance risk; no Clyburn-related party transactions disclosed .
- Shareholder support signal: Say‑on‑Pay received ~99% approval in 2024 (overall governance environment conducive to investor confidence) .
-
Watchpoints / RED FLAGS to monitor:
- Interlocks: External directorship at Cencora is not inherently conflicting but should be monitored for any future RVMD commercial arrangements with distribution/solutions providers .
- Related‑party exposure elsewhere on the Board (Tango collaboration) appropriately Audit Committee‑approved; ensure continued robust recusal protocols and arm’s-length terms as projects expand .
- Director pay structure moved to higher value‑based grants in 2025 (Initial $834k; Annual $417k) with 70% options/30% RSUs; while option‑heavy mix preserves pay‑for‑performance via stock price, rising grant sizes warrant continued benchmarking and caps enforcement under the 2020 Plan .
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Overall view: Clyburn enhances commercialization oversight and compensation governance with independent status and strong attendance, while current policies reduce alignment and conflict risks; continued monitoring of board interlocks and director grant value escalation is prudent .