Jennifer Jarrett
Syndax PharmaceuticalsAbout Jennifer Jarrett
Independent Class II director at Syndax Pharmaceuticals (SNDX) since September 2018; age 54 as of April 1, 2025. Currently Chief Operating Officer of Arcus Biosciences; prior roles include Uber VP Corporate Development & Capital Markets (2019–2020), CFO/COO and CBO/CFO at Arcus (2017–2019), CFO of Medivation (2016), and ~20 years in life sciences investment banking at Citigroup, Credit Suisse, and DLJ. Education: BA in Economics (Dartmouth) and MBA (Stanford GSB). Term expires in 2027; Board determined she is independent under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcus Biosciences | Chief Operating Officer | Oct 2020–present | Operator in oncology biotech; finance and operations depth |
| Uber Technologies | VP Corporate Development & Capital Markets | Feb 2019–Sep 2020 | Capital markets and strategic transactions |
| Arcus Biosciences | COO & CFO; CBO & CFO | Jun 2018–Jan 2019; Mar 2017–Jun 2018 | Senior finance/operator roles |
| Medivation | Chief Financial Officer | Apr 2016–Sep 2016 | Transition through acquisition by Pfizer |
| Citigroup; Credit Suisse; DLJ | Investment banker (life sciences) | ~20 years | Led west coast life sciences banking practice at Citi |
External Roles
| Company | Role | Public/Private | Tenure | Committees/Impact |
|---|---|---|---|---|
| Zura Bio | Director | Public | Current | Not disclosed |
| Sagimet Biosciences | Director | Public | Current | Not disclosed |
| Arcus Biosciences | Director (prior) | Public | Prior | Not disclosed |
| Arena Pharmaceuticals | Director (prior) | Public | Prior | Not disclosed |
| Audentes Therapeutics | Director (prior) | Public | Prior | Not disclosed |
Board Governance
- Committee memberships (2024): Nominating & Corporate Governance Committee member; Science & Technology Committee member. Not a chair of either committee .
- Independence: Board affirmed independence for all directors except the CEO; committee independence standards met (Audit, Compensation, Nominating & Governance) .
- Attendance: Board held four meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; Jarrett not noted among exceptions. All directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session four times in 2024; Board Chair presided .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $45,644 | $50,000 | Paid quarterly; travel reimbursed |
| Committee member retainers (Audit / Comp / Sci&Tech / NomGov) | $11,410 / $8,558 / $8,558 / $5,706 | $12,500 / $10,000 / $10,000 / $7,500 | Per committee; exclude chair |
| Committee chair retainers (Audit / Comp / Sci&Tech / NomGov) | $22,822 / $17,115 / $17,115 / $11,410 | $25,000 / $20,000 / $17,500 / $12,000 | For chairs |
| Jennifer Jarrett – Fees earned in cash | $59,908 | — | Composition aligns with base retainer + NomGov + Sci&Tech (45,644 + 5,706 + 8,558) |
Performance Compensation
| Equity Instrument | 2023 | 2024 | 2025 | Vesting & Terms |
|---|---|---|---|---|
| Annual Deferred RSUs (non‑Chair) | 16,000 DSUs granted (Form 4: 2023‑02‑02) | 17,000 DSUs granted (Form 4: 2024‑02‑07) | 25,000 DSUs granted (Form 4: 2025‑02‑05) | DSUs vest on 1‑year anniversary; delivery deferred until separation, death, disability, or change in control |
| Fair value of 2024 stock awards | — | $378,760 (ASC 718 grant‑date FV) | — | Computed per ASC 718; assumptions in Note 14 of 10‑K |
| Initial option grant (upon appointment) | 35,000 options (policy) | — | — | Vests monthly over 3 years; strike at FMV on grant date |
No director performance metrics are attached to DSUs or initial option awards; they are time‑based and intended for alignment rather than pay‑for‑performance .
Other Directorships & Interlocks
- Current public directorships: Zura Bio; Sagimet Biosciences .
- Prior public directorships: Arcus Biosciences, Arena Pharmaceuticals, Audentes Therapeutics .
- Interlocks: Compensation Committee comprised of Legault, Katkin (chair), Podlesak; no officer participation or cross‑company compensation committee interlocks disclosed for SNDX executive officers. Aon served as independent compensation consultant to the Committee in 2024 .
Expertise & Qualifications
- Core credentials: finance, capital markets, corporate development, CFO/COO experience in biopharma, and 20 years of life sciences investment banking leadership (Citi west coast life sciences practice) .
- Education: BA Economics (Dartmouth); MBA (Stanford GSB) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of 2025‑03‑07) | 148,000 shares | <1% of shares outstanding (86,317,922) |
| Composition (Footnote 7) | 65,000 common shares; 83,000 options exercisable within 60 days | Footnote (7) breakdown |
| Stock awards outstanding (12/31/2024) | 65,000 units | Director stock awards table (outstanding) |
| Options outstanding (12/31/2024) | 83,000 | Director options outstanding |
| Hedging/pledging | Prohibited for officers and non‑employee directors | |
| Rule 10b5‑1 plans | Directors may use Rule 10b5‑1 plans; trades outside plans allowed when not in possession of MNPI and subject to policy |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Post‑Transaction Ownership | Security | Link |
|---|---|---|---|---|---|---|
| 2023‑02‑03 | 2023‑02‑02 | Award (A) | 16,000 | 48,000 | Common Stock | https://www.sec.gov/Archives/edgar/data/1395937/000156218023000942/0001562180-23-000942-index.htm |
| 2024‑02‑09 | 2024‑02‑07 | Award (A) | 17,000 | 65,000 | Common Stock | https://www.sec.gov/Archives/edgar/data/1395937/000156218024001219/0001562180-24-001219-index.htm |
| 2025‑02‑07 | 2025‑02‑05 | Award (A) | 25,000 | 90,000 | Common Stock | https://www.sec.gov/Archives/edgar/data/1395937/000095017025016357/0000950170-25-016357-index.htm |
Governance Assessment
- Board effectiveness: Active committee service on Nominating & Corporate Governance and Science & Technology; independence affirmed; strong attendance with all directors at 2024 annual meeting and no <75% attendance flag for Jarrett .
- Alignment: Director pay emphasizes time‑based DSUs with deferred delivery until separation/change in control; cash retainer modest, with committee retainers reflecting workload; Jarrett’s 2024 cash fees of $59,908 align with base + two committee memberships; options mainly initial grant upon appointment .
- Shareholder feedback: 2024 say‑on‑pay approval ~75% for prior year NEO comp; Committee engaged stockholders representing ~65% of outstanding shares in 2024–early 2025 and introduced PRSUs for executives in 2024–2025, signaling responsiveness; note this pertains to executive compensation governance quality .
- Conflicts/related‑party exposure: Company reports no related‑party transactions since Jan 1, 2024; Audit Committee reviews all related‑party transactions; Nominating & Governance Committee considers independence and conflicts as part of its mandate .
- Risk indicators and policies: Hedging/pledging prohibited; clawback policy for executive incentives; double‑trigger vesting on time‑based awards upon change‑in‑control; independent compensation consultant retained; no excise tax gross‑ups .
RED FLAGS
- None disclosed for related‑party transactions during the period .
- No hedging/pledging permitted mitigates alignment risk .
- Attendance satisfactory; no <75% flag for Jarrett .
Implications for investors
- Jarrett brings deep capital markets and operator experience; her independent status and committee roles support board oversight quality .
- Deferred RSU structure and prohibitions on hedging/pledging indicate alignment; ownership <1% but with ongoing annual DSU grants and outstanding options providing skin‑in‑the‑game .
- Monitor potential informational interlocks via her concurrent roles at other biopharma boards; Company’s governance policies and related‑party review processes help mitigate conflict risk .