Pierre Legault
Syndax PharmaceuticalsAbout Pierre Legault
Pierre Legault (age 64) is an independent Class I director of Syndax Pharmaceuticals, serving since January 2017; his current term expires at the 2026 annual meeting . He is Chairman of Bicycle Therapeutics (public) and has held senior executive roles including CEO (NephroGenex, Prosidion) and EVP/CFO/Treasurer (OSI Pharmaceuticals); he studied at McGill University, HEC Montreal, and Harvard Business School and holds MBA, BAA, CA, and CPA credentials . He is designated an audit committee financial expert under SEC/Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NephroGenex | Chairman; CEO | Chairman 2012–2013; CEO 2014–2016 | Led company through strategic phases |
| Prosidion | Chief Executive Officer | 2010–2012 | Operational leadership |
| OSI Pharmaceuticals | EVP, CFO, Treasurer | 2009–2010 | Senior finance leadership |
| Eckerd Pharmacy | President | Prior senior executive experience (years not specified) | Retail pharmacy leadership |
| Rite Aid Corporation | EVP, Chief Administrative Officer | Prior senior executive experience (years not specified) | Corporate administration |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Bicycle Therapeutics | Chairman, Board of Directors | Current | Public company; Legault is Chairman |
| Several private companies | Director | Current | Unspecified private boards |
| Poxel Pharmaceuticals | Director | Prior | Public company board service |
| Urovant | Director | Prior | Public company board service |
| Clementia Pharmaceuticals | Director | Prior | Public company board service |
| Armo BioSciences | Director | Prior | Public company board service |
| OSI Pharmaceuticals | Director | Prior | Public company board service |
| Tobira Therapeutics | Director | Prior | Public company board service |
| NPS Pharmaceuticals | Director | Prior | Public company board service |
| Forest Laboratories | Director | Prior | Public company board service |
| Cyclacel Pharmaceuticals | Director | Prior | Public company board service |
| Eckerd Pharmacy | Director | Prior | Board role noted |
| Regado Biosciences | Director | Prior | Public company board service |
| NephroGenex | Director/Chairman | Prior | Chairman as noted above |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq/SEC standards; committee members satisfy independence requirements .
- Leadership structure: Independent Chairman (Dennis G. Podlesak) and separate CEO roles; board reviews risk and leadership periodically .
- Executive sessions: Independent directors met in executive session four times in FY 2024 .
- Attendance: Board held 4 meetings in 2024; Legault missed one Audit Committee meeting due to professional conflict; no director fell below 75% combined attendance threshold; all directors attended the 2024 annual meeting .
- Committee assignments (2024):
- Audit Committee: Legault (Chair); Katkin; Podlesak; Legault is an audit committee financial expert .
- Compensation Committee: Katkin (Chair); Legault; Podlesak .
- Nominating & Corporate Governance Committee: Jarrett; Katkin; Legault; Podlesak (Chair) .
- Science & Technology Committee: Huber (Chair); Rizo; Jarrett; Katkin (Legault not a member) .
- Consultant: Aon engaged as independent compensation consultant; independence assessed and no conflicts found .
Fixed Compensation
| Component (2024) | Amount/Policy | Notes |
|---|---|---|
| Annual base retainer (non-employee director) | $45,644 | Increases to $50,000 in 2025 |
| Board Chair additional retainer | $79,876 | $85,000 in 2025 (not applicable to Legault) |
| Audit Committee Chair fee | $22,822 | $25,000 in 2025 |
| Compensation Committee member fee | $8,558 | $10,000 in 2025 |
| Nominating & Corporate Governance Committee member fee | $5,706 | $7,500 in 2025 |
| Science & Technology Committee member fee | $8,558 | $10,000 in 2025 (Legault not a member) |
| Legault – Fees earned or paid in cash (2024) | $122,730 | Actual cash compensation |
Performance Compensation
| Equity Component | Grant mechanics | Vesting | Individual 2024 values |
|---|---|---|---|
| Annual Deferred RSUs (non-employee director) | 17,000 Deferred RSUs (Board Chair 34,000); 2025 sizes: 25,000/50,000 | Vests on one-year anniversary; settlement deferred until separation, death, disability, or change in control | Legault 2024 stock award fair value: $378,760 |
| New director initial option grant | 35,000 options at appointment | Monthly vesting over 3 years | Not applicable; Legault joined in 2017 |
No performance metrics are tied to director compensation; director equity awards are time-based and intended for alignment/retention .
Other Directorships & Interlocks
| Aspect | Details |
|---|---|
| Interlocks | Compensation Committee composed of independent directors; no interlocks or insider participation involving Syndax executives reported . |
| Potential network overlap | Industry overlap with Bicycle Therapeutics and prior biotech boards; no related-party transactions disclosed for 2024 . |
Expertise & Qualifications
- Audit and finance: Former EVP/CFO/Treasurer (OSI Pharmaceuticals); designated audit committee financial expert .
- Executive leadership: CEO roles at NephroGenex and Prosidion; President/EVP roles at Eckerd Pharmacy and Rite Aid .
- Education/credentials: MBA; BAA; CA; CPA; studies at McGill, HEC Montreal, Harvard Business School .
- Governance experience: Chairman at Bicycle Therapeutics; multiple prior public boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Pierre Legault | 65,000 | * (<1%) | As of March 7, 2025; address c/o Syndax |
| Outstanding director awards – Legault | Options outstanding at year-end | Stock awards outstanding at year-end | |
| — | 65,000 | As of December 31, 2024 |
Company policy prohibits hedging or pledging of company securities by officers and non-employee directors .
Governance Assessment
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Strengths:
- Independent director with deep finance and operating credentials; audit committee financial expert and Audit Committee Chair .
- Strong independence posture: all committees composed solely of independent directors .
- Director pay structure emphasizes equity alignment via Deferred RSUs with deferred settlement and annual vesting .
- Robust governance practices: clawback policy for executives, prohibition on hedging/pledging, separate Chair/CEO roles, regular executive sessions .
- No related-party transactions in 2024 involving directors/executives .
-
Watch items/RED FLAGS:
- Attendance: Legault missed one Audit Committee meeting in 2024 due to professional conflicts; audit committee met 8 times (attendance ~7/8) .
- Say-on-pay support was 75% in 2024, indicating moderate but not overwhelming shareholder support for executive compensation; Compensation Committee introduced PRSUs to strengthen pay-for-performance alignment .
- Multiple external board roles in biotech increase potential for industry overlap; however, no conflicts or related-party transactions disclosed .
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Overall: Legault’s financial expertise and committee leadership contribute positively to board effectiveness; pay structure and anti-hedging/pledging policy support alignment. Monitoring attendance and any future overlap-related issues remains prudent .