Nancy Thornberry
About Nancy A. Thornberry
Nancy A. Thornberry is an independent director of Schrödinger, Inc., serving on the board since September 2019. She is 68 years old, holds a B.S. in Chemistry and Biology from Muhlenberg College, and brings more than 30 years of biopharma R&D leadership experience, including senior roles at Merck and as CEO and later Chair, R&D at Kallyope, Inc. . She is standing for re-election as a Class II director at the June 18, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kallyope, Inc. | Chief Executive Officer | Nov 2015 – Oct 2021 | Led early-stage biotech; scaled R&D and platform development |
| Kallyope, Inc. | Chair, R&D | Oct 2021 – May 2024 | Oversaw R&D portfolio and strategy |
| Merck & Co., Inc. | SVP & Franchise Head, Diabetes & Endocrinology | Apr 2011 – Jul 2013 | Senior portfolio leadership in metabolic diseases |
| Merck & Co., Inc. | SVP & Franchise Head, Diabetes & Obesity | Sep 2009 – Apr 2011 | Therapeutic area leadership |
| Merck & Co., Inc. | VP, Worldwide Basic Research Head, Diabetes & Obesity | Feb 2007 – Sep 2009 | Led global basic research |
| Merck & Co., Inc. | Executive Director, Metabolic Disorders | 2004 – Feb 2007 | Program leadership in metabolism |
| Independent Consultant | Consultant to biotech/pharma | Aug 2013 – Oct 2015 | Strategic advisory in drug discovery |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Denali Therapeutics Inc. | Director | Public | Current director |
| Vertex Pharmaceuticals Incorporated | Director | Public | Current director |
| New York Genome Center | Director/Board member | Non-profit | Current board role |
Board Governance
| Item | Detail |
|---|---|
| Board class | Class II; nominated for 3-year term ending 2028 |
| Independence | Board determined she is independent under Nasdaq rules |
| Committees | Nominating & Corporate Governance (member); Drug Discovery (member) |
| Committee chair roles | None (NCG chair: Michael Lynton; Drug Discovery chair: Jeffrey Chodakewitz) |
| Attendance | Each then-serving director attended ≥75% of board and committee meetings in 2024; all directors attended the 2024 annual meeting |
| Lead independent director | None (chairman is independent) |
| Executive sessions | Independent directors meet in executive session at least twice a year |
Fixed Compensation (Non-Employee Director)
| Year | Cash Board Retainer | Committee Fees (Member) | Chair Fees | Annual Option Grant (value/shares) | Annual RSU Grant (value/shares) | Vesting |
|---|---|---|---|---|---|---|
| 2024 Policy | $45,000 | Audit $10,000; Comp $7,500; NCG $5,000; Drug Discovery $7,500 | Board Chair $40,000; same as 2025 for chair supplements | $118,750; 8,550 shares max | $118,750; 5,000 shares max | Annual awards vest at 12 months (or next AGM) |
| 2025 Policy | $50,000 | Audit $10,000; Comp $7,500; NCG $5,000; Drug Discovery $7,500 | Board Chair $40,000 | $126,250; 12,740 shares cap | $126,250; 7,595 shares cap | Annual awards vest at 12 months (or next AGM) |
| 2024 Actual (Thornberry) | Amount/Detail |
|---|---|
| Cash fees earned | $57,500 |
| Option awards (grant-date fair value) | $98,825; options granted at AGM (8,550 shares per director) |
| Stock awards (RSUs grant-date fair value) | $96,600; RSUs granted at AGM (5,000 RSUs per director) |
| Total 2024 director comp | $252,925 |
Performance Compensation
Directors receive time-based equity (options and RSUs). No performance-vested director equity or formulaic performance metrics are disclosed for non-employee directors. Annual grants vest with service; initial grants vest over three years in equal annual installments .
Other Directorships & Interlocks
| Company | Relationship to SDGR | Interlock/Conflict Notes |
|---|---|---|
| Denali Therapeutics Inc. | None disclosed | No related-person transactions disclosed involving Ms. Thornberry; SDGR has a formal RPT policy with audit committee oversight |
| Vertex Pharmaceuticals | None disclosed | Same as above; no Thornberry-related transactions identified in proxy disclosures |
| New York Genome Center | None disclosed | Non-profit role; no SDGR transactions disclosed |
Expertise & Qualifications
- Deep life sciences R&D leadership: multiple SVP/VP roles at Merck in diabetes/obesity/metabolic disorders, leading both basic research and late-stage portfolio franchises .
- Company-building and platform-translation experience: CEO and later Chair, R&D at Kallyope across 2015–2024 .
- Current governance roles at Vertex and Denali provide sector perspective relevant to SDGR’s biopharma software and therapeutics businesses .
- Education: B.S. Chemistry & Biology (Muhlenberg College) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (4/1/2025) | 82,322 shares total |
| Breakdown | 6,250 shares of common stock held; 76,072 shares underlying options exercisable within 60 days of 4/1/2025 |
| % of common shares outstanding | <1% (company disclosure “* less than 1%”) |
| Stock ownership guidelines | Directors must hold equity equal to 3x annual cash retainer; as of 4/21/2025, all directors except two newer executives and a March 2025 appointee met guidelines—implying Ms. Thornberry is in compliance |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited—only Dr. Friesner has a legacy pledge; no other directors (including Ms. Thornberry) have pledged shares |
Governance Assessment
- Independence and relevant committee placement: Independent director with roles on Nominating & Corporate Governance and Drug Discovery Committees; complements SDGR’s R&D oversight with significant big pharma/biotech experience .
- Engagement: Board met 5 times in 2024; each director, including Ms. Thornberry, attended at least 75% of board/committee meetings; all directors attended the 2024 AGM—solid baseline engagement .
- Ownership alignment: Holds equity and meets director ownership guidelines; no hedging or pledging—positive alignment signals .
- Compensation structure: Mix of cash and time-based equity with market-standard levels; 2025 policy raises cash retainer and equity values modestly, consistent with competitive positioning; no director performance-vested equity, which is typical for boards .
- Potential conflicts: No related-party transactions disclosed involving Ms. Thornberry; company has formal related-person transaction controls under audit committee oversight .
- Board-overboarding considerations: She serves on two other public company boards (Denali, Vertex). Company acknowledges investor feedback about board commitments and reviews directors’ outside service regularly; current assessment is that directors, including Ms. Thornberry, commit sufficient time .
- Shareholder sentiment: Say-on-pay support was >98% in 2024, indicating strong investor confidence in compensation governance broadly (though focused on executives) .
RED FLAGS and Risk Indicators
- RED FLAGS: None identified specific to Ms. Thornberry—no pledging, no related-party dealings, independent status, and adequate attendance disclosed .
- Watch items: Multiple board seats (three including SDGR) are monitored by the NCG committee in light of investor over-boarding concerns; company reports ongoing oversight and engagement on this topic .
Appendix: Director Compensation Policy Excerpts (for context)
- 2024 director policy: Board retainer $45,000; annual option grant $118,750 (cap 8,550 shares); annual RSU grant $118,750 (cap 5,000 shares); member fees per committee as listed; annual grants vest after 12 months; initial grants vest over three years .
- 2025 director policy: Board retainer $50,000; annual option grant $126,250 (cap 12,740 shares); annual RSU grant $126,250 (cap 7,595 shares); same member fees and vesting mechanics .