Sandra Horning
About Sandra J. Horning, M.D.
Sandra J. Horning is an independent Class II director at Revolution Medicines (RVMD), age 76 as of March 31, 2025, and has served on the board since November 2023 following RVMD’s acquisition of EQRx, where she was a co‑founder and director/advisor . She previously served as Chief Medical Officer and Global Head of Product Development at Roche/Genentech (2014–2019), spent 25 years as a practicing oncologist and tenured Professor at Stanford (Professor Emerita), and is a past President of ASCO; she holds an M.D. from the University of Iowa and completed training at the University of Rochester and Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche/Genentech | Chief Medical Officer & Global Head of Product Development | 2014–2019 | Led global development/registration across therapeutic areas |
| Stanford University School of Medicine | Professor (Oncology), now Professor Emerita | ~25 years prior to 2014 | Clinical investigator; academic leadership |
| American Society of Clinical Oncology (ASCO) | President | Prior to 2019 (dates not specified) | Professional society leadership |
| EQRx, Inc. | Co‑founder; advisor and director | Aug 2019–Nov 2023 | Joined RVMD board at EQRx acquisition close (Nov 2023) |
| Foundation Medicine, Inc. | Director | 2015–2018 | Board service at oncology genomics company |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Moderna, Inc. (Nasdaq: MRNA) | Director | Mar 2020 | Current public company directorship |
| Gilead Sciences, Inc. (Nasdaq: GILD) | Director | Jan 2020 | Current public company directorship |
| Olema Pharmaceuticals, Inc. (Nasdaq: OLMA) | Director | Nov 2020 | Current public company directorship |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under Nasdaq rules; Dr. Horning is independent .
- Board class/tenure: Class II; director since 2023; nominated for re‑election at the 2025 Annual Meeting .
- Committee assignments: Research & Development Committee member (not chair) .
- Attendance: In 2024, the Board met 8x; R&D Committee met 4x; each director attended ≥75% of applicable meetings; all then‑serving directors attended the 2024 annual meeting .
- Board leadership: CEO is Chair; Alexis Borisy serves as Lead Independent Director; independent directors hold regular executive sessions .
- Risk oversight: Full Board oversight with committees responsible in their domains; Nominating & Corporate Governance Committee oversees ESG; Compensation Committee oversees compensation risk .
Fixed Compensation
| Element | 2024 Terms | 2025 Changes (effective at 2025 Annual Meeting) |
|---|---|---|
| Annual cash retainer | $45,000 | $50,000 |
| Lead Independent Director retainer | $30,000 | $30,000 (unchanged) |
| Committee chair retainers | Audit: $20,000; Compensation: $15,000; Nominating: $10,000; R&D: $15,000; Commercialization: $15,000 | Compensation chair increased to $18,000; others unchanged |
| Committee member retainers (non‑chair) | Audit: $10,000; Compensation: $7,500; Nominating: $5,000; R&D: $7,500; Commercialization: $7,500 | Compensation member increased to $9,000; others unchanged |
| 2024 Director Cash Earned (Sandra J. Horning) | Amount |
|---|---|
| Fees earned or paid in cash | $52,501 |
Notes:
- 2024 cash likely reflects $45,000 base + $7,500 R&D committee membership (rounded) .
Performance Compensation
| Equity Structure | 2024 Grants | 2025 Program Shift |
|---|---|---|
| Annual equity | Target: Option 16,700 + RSU 4,800, capped at $550k value; 2024 result due to cap: Option 15,955 + RSU 4,248; vests over ~1 year until next annual meeting | Value‑based: Annual Grant $417,000 (70% options / 30% RSUs) |
| Initial equity (for new directors) | Option 33,400 + RSU 9,600; options vest monthly over 3 years; RSUs vest quarterly over 3 years | Value‑based: Initial Grant $834,000 (70% options / 30% RSUs) |
| Plan cap | Aggregate annual director cash + equity under 2020 Plan capped at $1,000,000 | Cap remains per plan |
| 2024 Equity Compensation (Sandra J. Horning) | Amount |
|---|---|
| Stock awards (RSUs)—grant date fair value | $110,555 |
| Option awards—grant date fair value | $238,652 |
| Total 2024 director compensation | $401,708 |
Outstanding director awards at 12/31/2024 (Sandra):
- Options outstanding: 47,048; RSUs outstanding: 9,945 .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging of RVMD stock by covered persons (includes directors) .
Other Directorships & Interlocks
| Entity | Type | Relationship to Sandra | Interlock/Conflict Notes |
|---|---|---|---|
| Moderna, Inc. | Public company | Director (current) | No RVMD related‑party transactions disclosed with Moderna . |
| Gilead Sciences, Inc. | Public company | Director (current) | No RVMD related‑party transactions disclosed with Gilead . |
| Olema Pharmaceuticals, Inc. | Public company | Director (current) | No RVMD related‑party transactions disclosed with Olema . |
| Foundation Medicine, Inc. | Public company | Former director (2015–2018) | Prior role; no current interlock . |
| EQRx, Inc. | Public company (acquired) | Co‑founder, advisor, director; acquired by RVMD | Joined RVMD board at closing (Nov 2023) . |
- Related‑party exposure on RVMD board: RVMD disclosed a clinical collaboration with Tango Therapeutics; two RVMD directors (Barbara Weber, CEO/director of Tango; and Alexis Borisy, Tango director) are affiliated with Tango. The agreement and April 2025 addendum (supplying daraxonrasib and zoldonrasib) were approved by RVMD’s Audit Committee under its related‑person policy; no mention of Dr. Horning in this transaction .
- No other related‑party transactions involving Dr. Horning were disclosed in the proxy .
Expertise & Qualifications
- Deep oncology and clinical development expertise (Roche/Genentech CMO; longtime oncologist/academic), aligns with service on RVMD’s Research & Development Committee .
- Broad biopharma board experience across large‑cap and innovative biotech (Gilead, Moderna, Olema) .
- Leadership credentials (ASCO President) and medical training (University of Iowa; Rochester residency; Stanford fellowship) support oversight of late‑stage oncology pipeline risk/reward .
Equity Ownership
| Beneficial Ownership (as of 3/31/2025) | Shares/Status | % Out |
|---|---|---|
| Shares owned (outstanding) | 84,362 | <1% (starred in proxy) |
| Options exercisable within 60 days | 18,400 | — |
| Total beneficial ownership | 102,762 | <1% |
| Equity Position (as of 12/31/2024) | Count |
|---|---|
| Options outstanding (director awards) | 47,048 |
| RSUs outstanding (director awards) | 9,945 |
Policy alignment:
- Hedging and pledging of RVMD securities is prohibited for directors and other “Covered Persons” under the Insider Trading Compliance Policy .
- Company reports all Section 16(a) filing requirements for directors/executives were met for 2024 (no delinquencies) .
Governance Assessment
Strengths and positive signals:
- Independent director with highly relevant oncology development expertise; serves on R&D Committee (board skill alignment) .
- Attendance meets good‑governance thresholds (≥75% of meetings); overall board and committee cadence appropriate for late‑stage biotech (8 board, 4 R&D Committee meetings in 2024) .
- Ownership alignment via ongoing option/RSU grants; anti‑hedging/pledging policy bolsters alignment .
- Broader shareholder support context: 2024 Say‑on‑Pay approved by ~99% of votes cast (signal of investor confidence in compensation governance) .
Watch‑items and potential risks:
- Multi‑board workload (concurrent directorships at Gilead, Moderna, Olema) increases time commitments; no attendance shortfalls disclosed .
- Board‑level related‑party transaction exists with Tango Therapeutics (other directors affiliated); Audit Committee oversight and approval mitigant; no involvement by Dr. Horning disclosed .
- Director compensation program shifted in March 2025 to large value‑based awards (Initial $834k; Annual $417k, 70% options / 30% RSUs). While equity‑heavy, the magnitude merits ongoing say‑on‑pay/say‑on‑director scrutiny; program cap at $1.0M/year under the 2020 Plan remains .
Additional governance context:
- Lead Independent Director structure in place; independent executive sessions occur regularly .
- Clawback policy adopted Nov 2023 for officers; robust insider trading policy applies to directors; no tax gross‑ups noted .