Nicholas Botwood
Syndax PharmaceuticalsAbout Nicholas Botwood
Nicholas A.J. Botwood, BSc (Hons), MBBS, MFPM, FRCP, joined Syndax Pharmaceuticals as Head of Research & Development and Chief Medical Officer on May 12, 2025, after serving as SVP, Head of Worldwide Medical Oncology at Bristol Myers Squibb and senior oncology development roles at AstraZeneca. He is a medical oncologist by training (Imperial College London MBBS; University College London BSc) and a Fellow of the Royal College of Physicians; he brings >25 years of oncology drug development and commercialization experience and cites Syndax’s two rapid approvals and Revuforj® expansion strategy as key draws . Company pay-versus-performance disclosures show CAP alignment to stock price and Revuforj sales, with TSR trending vs the Nasdaq Biotechnology Index and stock closing prices detailed for 2021–2024, providing context for performance linkage under evolving PRSU structures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol Myers Squibb | SVP, Head of Worldwide Medical Oncology | 2022–2025 | Oversaw medical strategy and activities across the oncology portfolio, including launches, data generation, education, and commercial strategy . |
| Bristol Myers Squibb | Senior clinical development roles (Head of Oncology Clinical Development; Development Team Lead) | 2015–2020 | Led oncology clinical development programs and cross-functional asset teams . |
| AstraZeneca | VP, Head of Oncology Clinical Development; Head of Global Clinical Operations | 2003–2015 | Directed global clinical operations and oncology development across pipeline programs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed at appointment | — | Company notes no related party arrangements and no family relationships at appointment; may serve on up to two external boards with governance approval if non-detrimental . |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Base salary | $540,000 (annual; pro-rated for 2025) | |
| Target annual bonus | 45% of base salary (pro-rated for 2025) |
Performance Compensation
- Annual Incentive Plan structure (company program reference; Botwood’s specific AIP metrics for 2025 not disclosed): corporate goals weighted to menin inhibitors (60%), axatilimab (20%), and organizational development (20%); some roles include 25% individual component; payouts based on threshold, target, and exceed levels set by the Compensation Committee .
- Long-term equity incentives emphasize options (10-year term; at-market exercise price), RSUs (time-based over three years), and PRSUs (performance-based with commercial and R&D metrics) to strengthen pay-for-performance and retention, with PRSUs introduced company-wide for executives in 2024 and continued in 2025 .
| Instrument | Metric | Target/Weighting | Actual/Payout | Vesting |
|---|---|---|---|---|
| PRSU grant (23,400 units) | Pre-established performance metrics (Comp Committee) | Not publicly disclosed | Not disclosed (payout contingent on goal attainment) | Per plan upon achievement; additional tranches may apply per Company PRSU design |
| Annual cash incentive (AIP) | Corporate milestones: menin (60%), axatilimab (20%), org development (20%) | Company-set threshold/target/exceed levels | Not disclosed for Botwood 2025 | Typically paid after year-end approval |
Notes:
- Company PRSUs in 2024/2025 tie to Revuforj commercial and R&D-related metrics; specific targets withheld until performance periods conclude to avoid competitive harm .
- Time-based options and RSUs are complementary; options vest monthly over four years; RSUs vest in three annual tranches .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Initial beneficial ownership (Form 3) | 23,400 RSUs (non-derivative common) and 215,000 stock options at $13.82 strike, expiring 05/01/2035; role: Officer (Head of R&D, CMO) . |
| Vested vs unvested | Options: 25% vest on 1-year anniversary of consulting commencement (April 29, 2026), remaining 75% vests 1/36 monthly over 36 months thereafter; PRSUs vest contingent on performance; all grants subject to continued service . |
| Ownership as % of shares outstanding | RSUs represent ≈0.027% of outstanding shares (23,400 ÷ 86,317,922 as of 03/07/2025) . |
| Options exercisable vs unexercisable | Unexercisable until first vest date; then monthly vesting thereafter per schedule . |
| Hedging/pledging | Prohibited for officers; no perquisites; no excise tax gross-ups . |
| 10b5-1 plans | Permitted under policy; adoption for Botwood not disclosed . |
| Clawback | Incentive Compensation Recoupment Policy adopted Oct 2023; applies to current/former executive officers on financial reporting measure restatements . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At-will; Head of R&D, CMO reporting to CEO; remote primary office with frequent travel to NY HQ . |
| Severance (no CIC) | If terminated without Cause or resign for Good Reason: lump sum equal to 9 months base salary; up to 9 months health benefits; accelerated vesting of equity that would vest in next 12 months; option exercise window standard; subject to release . |
| Severance (CIC double-trigger) | If terminated without Cause or resign for Good Reason within 3 months before/12 months after CIC: lump sum equal to 18 months base salary + 100% of greater of (average prior 3-year target bonus or current target bonus); up to 18 months health benefits; full acceleration of unvested equity; subject to release . |
| 280G treatment | Best-net approach (full payout or cutback to avoid excise tax)—no tax gross-up; whichever yields greater net after-tax payment . |
| Definitions | Change in Control, Covered Termination, Good Reason, COBRA, etc., defined in the Employment Agreement (e.g., >50% voting power acquisition; merger/sale of substantially all assets; relocation >50 miles; material diminishment) . |
| IP/Restrictive covenants | Standard Assignment of Developments, Non-Disclosure, and Non-Solicitation Agreement executed . |
| Indemnification | Company standard indemnification agreement entered . |
Compensation Governance, Peer Group, and Shareholder Feedback
- Governance and policies: Pay-for-performance; balanced metrics; capped bonuses; fixed option grant counts; independent consultant (Aon); clawback; double-trigger CIC; prohibition on hedging/pledging; no perquisites; no excise tax gross-ups .
- Compensation peer group (FY2024 benchmarking): 21 late clinical/commercial-stage biopharmas (oncology focus), market caps $0.5–$7.5B; <750 employees; >$50M R&D; includes AGIO, DAWN, KURA, FOLD, DCPH, MRTX, RCUS, EXEL, REPL, ARVN, GERN, SWTX, BPMC, HALO, TGTX, BBIO, IMGN, VCEL, CYTK, KRTX, XNCR .
- Say-on-pay: Approximately 75% support at May 2024 annual meeting; continued shareholder outreach (≈65% of outstanding stock discussed in 2024/early 2025) and PRSU introduction informed by feedback .
Performance Context and Recent Commentary
- Revuforj efficacy: Company highlighted EHA 2025 AUGMENT-101 data in R/R mNPM1 AML (26% CR/CRh; 48% ORR in efficacy-evaluable pivotal cohort), positioning Revuforj as best-in-class menin inhibitor; Botwood’s comments emphasized physician familiarity, efficacy vs older standards, and manageable safety monitoring .
- Company emphasized Revuforj foundational role and sNDA submission for R/R mNPM1 AML; Botwood framed strategic growth through combinations and frontline expansion .
Investment Implications
- Alignment: Botwood’s package is equity-heavy (options with 10-year term; PRSUs tied to commercial/R&D goals), aligning incentives with Revuforj revenue and stock performance; clawback and hedging/pledging prohibitions reinforce alignment .
- Retention and supply overhang: Options’ 25% cliff vest on April 29, 2026 and subsequent monthly vesting through 2029 create predictable potential selling windows; PRSU vesting depends on goal attainment, adding execution-linked retention effects .
- Change-of-control economics: Double-trigger protection (18 months base + bonus, full equity acceleration) reduces personal risk in M&A, potentially supporting objective evaluation of strategic transactions; best-net 280G treatment avoids shareholder-unfriendly gross-ups .
- Governance comfort: No perqs/excise tax gross-ups, use of independent consultant, and ~75% say-on-pay support mitigate pay inflation concerns; peer benchmarking appropriate for oncology biopharma stage/size .
Data limitations and current filings: As of available SEC filings, Botwood’s initial ownership and grants are disclosed on Form 3, with no subsequent Form 4 trading activity cited here; company policy permits Rule 10b5-1 plans, but none are disclosed for Botwood to date .