Martin Huber
Syndax PharmaceuticalsAbout Martin H. Huber, M.D.
Independent non-employee director of Syndax Pharmaceuticals since September 2021; Class II director with term expiring at the 2027 annual meeting . Age 65 as of April 1, 2025 . Currently President & Chief Executive Officer and a director of Mersana Therapeutics, Inc. (public company) . Medical degree from Baylor College of Medicine; prior academic appointment as Assistant Professor of Oncology at The University of Texas MD Anderson Cancer Center . The Board determined he is independent under Nasdaq and SEC rules (all directors other than the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xilio Therapeutics, Inc. | President of R&D; previously Chief Medical Officer | Apr 2020 – Sep 2023 | Led R&D for immuno-oncology programs |
| TESARO, Inc. | SVP & Chief Medical Officer; then SVP, Clinical (post-acquisition by GSK) | Sep 2015 – Jan 2019 (CMO); then to Apr 2020 (SVP, Clinical) | Led oncology clinical development through and after acquisition by GSK |
| Merck Research Laboratories | VP, Oncology Clinical Research | 2012 – 2015 | Led oncology clinical research teams |
| Schering‑Plough; Hoffmann‑La Roche; Rhône‑Poulenc Rorer | Leadership roles in oncology development, drug safety and pharmacovigilance | Prior to 2012 | Oncology clinical development leadership |
| UT MD Anderson Cancer Center | Assistant Professor of Oncology | Prior academic role | Academic oncology background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mersana Therapeutics, Inc. (NASDAQ) | President & CEO; Director | Current | Public company leadership and board service |
Board Governance
- Independence: The Board found all directors except the CEO independent; Huber is independent under Nasdaq and SEC standards .
- Committee assignments (2024): Chair, Science & Technology Committee; members included Drs. Huber and Rizo, Ms. Jarrett, and Mr. Katkin .
- Committee meetings: Science & Technology Committee met 4 times in 2024; other committees: Audit (8), Compensation (4), Nominating & Corporate Governance (4) .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board and committee meetings (exceptions noted did not include Huber). All directors attended the 2024 annual meeting .
- Independent director executive sessions: Independent directors met in executive session 4 times in 2024 .
- Term/tenure: Director since Sept 2021; Class II term ends at the 2027 meeting .
Committee assignment detail (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Science & Technology | Chair | 4 |
Fixed Compensation (Director)
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Fees earned or paid in cash (Huber) | $62,759 | Actual cash retainer and committee/chair fees paid in 2024 |
| Annual base retainer (policy) | $45,644 (increasing to $50,000 in 2025) | Paid quarterly to non-employee directors |
| Committee member retainers (policy) | Audit $11,410; Comp $8,558; Sci&Tech $8,558; N&CG $5,706 (2025: $12,500; $10,000; $10,000; $7,500) | Paid in addition to base retainer |
| Committee chair retainers (policy) | Audit $22,822; Comp $17,115; Sci&Tech $17,115; N&CG $11,410 (2025: $25,000; $20,000; $17,500; $12,000) | Huber chaired Sci&Tech |
Performance Compensation (Director)
| Equity element | 2024 Detail | Vesting / Terms |
|---|---|---|
| Stock awards (Deferred RSUs) – Huber | $378,760 (grant date fair value) | Annual Deferred RSUs vest on 1-year anniversary; shares not delivered/transferable until earlier of separation, death, disability, or change in control |
| Options (new awards in 2024) | None for non-employee directors other than Dr. Rizo | No 2024 option grant to Huber; initial director options at appointment vest monthly over 3 years |
| Change-in-control protection (plan-level) | If awards are not assumed, RSUs vest and are delivered immediately before a change in control; options become exercisable 15 days before CoC or may be cashed out; performance awards convert per plan rules | 2015 Omnibus Incentive Plan provisions |
Other Directorships & Interlocks
- Current public board: Mersana Therapeutics, Inc. (Director) .
- Compensation Committee interlocks: Company discloses no interlocks; none of Syndax’s executive officers serve on a compensation committee or board that has an executive officer serving on Syndax’s Compensation Committee. Huber is not a member of Syndax’s Compensation Committee .
Expertise & Qualifications
- Deep oncology development leadership across large pharma and biotechs (Merck, TESARO, Xilio) and academic oncology background .
- Governance skill: Chairs the Science & Technology Committee, advising on R&D portfolio, clinic/market strategies, and BD evaluations .
Equity Ownership
| Measure | As of / Period | Amount |
|---|---|---|
| Total beneficial ownership (Huber) | March 7, 2025 | 84,000 shares; less than 1% of outstanding |
| Outstanding awards at 12/31/2024 (director totals) | Options outstanding | 35,000 options |
| Outstanding awards at 12/31/2024 (director totals) | Stock awards outstanding | 49,000 stock awards |
| Hedging/pledging | Policy prohibits hedging, short sales, and pledging by officers and non-employee directors | Alignment safeguard |
Insider Trades
- The proxy describes availability of Rule 10b5‑1 trading plans for directors and officers but does not list individual Form 4 transactions; no Huber-specific trading activity is disclosed in the DEF 14A .
Related-Party Transactions / Conflicts
- The company states there were no related-party transactions since January 1, 2024 other than compensation arrangements; the Board reviews independence annually. Huber is deemed independent; no Huber-related party transactions are disclosed .
Director Compensation Summary (2024)
| Director | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Martin H. Huber, M.D. | 62,759 | 378,760 | 441,519 |
Governance Assessment
- Positives: Independent director with strong oncology R&D leadership; chairs Science & Technology Committee, aligning oversight with Syndax’s R&D/commercialization focus; meets attendance requirements; receives equity as Deferred RSUs with delivery deferred until separation/CoC, supporting long-term alignment; hedging/pledging prohibited .
- Watch items: Significant external executive role (CEO of Mersana) may constrain bandwidth; however, the Board has affirmatively determined independence and disclosed no related-party transactions .
- Broader context: 2024 say‑on‑pay support was ~75%, and the Compensation Committee expanded performance-linked equity (PRSUs) for executives in 2024–2025—indicative of responsiveness to investor preferences, though this pertains to NEOs, not directors .