Dan Baker
About Dan Baker
Dan Baker, M.D. (age 74) was appointed as an independent director of Shattuck Labs (STTK) in August 2025 and serves on the Audit and Nominating & Corporate Governance Committees. He holds a B.A. in Biology (Gettysburg College) and an M.D. (University of Pennsylvania), completed a residency at Hershey Medical Center, a Rheumatology Fellowship and faculty role at the University of Pennsylvania, and a research fellowship at Massachusetts General Hospital. Baker previously served as Vice President of Immunology R&D at Johnson & Johnson (Janssen/Centocor), overseeing development of Remicade, Simponi, and Stelara, contributing to more than 15 regulatory approvals across the U.S., Europe, and Japan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson (Janssen/Centocor) | Vice President, Immunology R&D | 2000–2019 | Oversaw clinical development of Remicade, Simponi, Stelara; contributed to >15 regulatory approvals |
| University of Pennsylvania | Faculty (Immunology/Rheumatology) | Not disclosed | Academic faculty engagement; clinical and research leadership |
| Massachusetts General Hospital | Research Fellow (Rheumatology) | Not disclosed | Research fellowship in rheumatology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cue Biopharma (Nasdaq: CUE) | Interim Chief Development Officer | Since Nov 2024 | Senior R&D leadership |
| KiRa Biotech Pty Ltd | Chief Executive Officer & Founder | Since 2019 | Entrepreneur leadership in biotech |
| OneVentures Investments Australia | Venture Partner | Since 2019 | Venture investing role |
| Galapagos NV (Nasdaq: GLPG) | Director | Apr 2022–Oct 2024 | Prior public company board experience |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Corporate Governance Committee member; appointed August 2025 .
- Independence: Appointed as the Independent Director Designee under an OrbiMed letter agreement; 8-K states no Item 404 related-party transactions and no special arrangements beyond the appointment terms; he is not affiliated with OrbiMed .
- Board structure context: Independent Chairman; independent directors meet in executive session at every regular Board meeting .
- Committee activity context: In 2024, the Audit Committee met 6 times and the Nominating & Corporate Governance Committee met 5 times; Baker joined post-mid-2025 (attendance specific to Baker not yet disclosed) .
- Director time commitments: STTK’s governance principles expect limits on outside boards to ensure effectiveness; the Nominating Committee monitors this .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (non-Chair) | $40,000 | Paid quarterly; policy effective June 21, 2024 and applicable in 2025 |
| Audit Committee member retainer | $7,500 | Paid quarterly |
| Nominating & Corporate Governance Committee member retainer | $4,000 | Paid quarterly |
| Cap on annual director pay (cash + equity grant-date fair value) | $750,000 | Policy cap per fiscal year |
Performance Compensation
| Equity Component | Shares/Units | Grant Date | Vesting | Exercise Price | Notes |
|---|---|---|---|---|---|
| Initial stock option award (new director) | 66,300 options | Aug 2025 | Vests over 3 years (service-based) | Not disclosed | Granted on appointment per 8-K |
| Annual stock option award (recurring) | 27,700 options | Annual (2024 policy) | Vests on first anniversary or before next annual meeting | Not disclosed | Policy updated June 21, 2024 (reduced from 40,258) |
| Director equity form flexibility | Options/RSUs/restricted stock | Ongoing | Committee discretion | N/A | Initial one-time award value targeted at ~$250,000 grant-date fair value (policy) |
- No director performance metrics (e.g., revenue/EBITDA targets) are disclosed for determining director equity awards; equity is service-based per policy .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Cue Biopharma (CUE) | Interim CDO | No STTK related-party transaction disclosed; monitor for any future business dealings |
| OrbiMed-led financing | Board changes and designations | OrbiMed entitled to designate directors under letter agreement; Baker designated as Independent Director Designee and is not an OrbiMed affiliate |
| Galapagos NV | Former director (ended 2024) | Historical role; no current interlock at STTK |
Expertise & Qualifications
- Deep immunology and autoimmune drug development expertise; led development of major biologics (Remicade, Simponi, Stelara) and >15 regulatory approvals globally .
- Senior executive and operational experience across pharma and biotech; current CDO role at CUE and CEO/founder of KiRa Biotech support translational and clinical execution .
- Clinical training and academic credentials in Rheumatology/Immunology (UPenn faculty and MGH research fellowship) enhance scientific governance .
Equity Ownership
| Category | Detail |
|---|---|
| Initial director equity | 66,300 stock options (service-vest over 3 years) |
| Beneficial ownership | Not disclosed for Baker in 2025 proxy (joined post-filing); no Item 404 transactions |
| Hedging/derivatives policy | Company prohibits short-term trading, short sales, and transactions in publicly traded options/derivatives and hedging involving Company securities |
| Pledging | Not specifically disclosed; insider trading policy focuses on hedging/derivatives/short sales |
Governance Assessment
- Board effectiveness: Baker strengthens scientific oversight on immunology/inflammation as STTK pivots to DR3/TL1A programs; his committee roles cover financial reporting (Audit) and governance/succession (Nominating) .
- Independence and conflicts: Appointed as an independent director with no related-party transactions; 8-K explicitly notes no Item 404(a) transactions and no appointment arrangements beyond disclosed terms .
- Compensation alignment: Equity is service-based with an initial option grant and modest cash retainers; annual policy provides standardized equity with a cap to prevent pay inflation .
- Red flags and monitoring items:
- OrbiMed influence: Financing-led board changes and designation rights warrant ongoing monitoring of independence and shareholder alignment .
- Time commitments: Multiple concurrent roles (Cue Biopharma CDO, KiRa CEO, OneVentures) should be assessed against STTK’s expectations to avoid overboarding and ensure meeting attendance/engagement .
- Related-party exposure: None disclosed at appointment; maintain oversight for any future Cue Biopharma or OneVentures-linked transactions .
Net: Baker’s appointment signals a focus on immunology program execution, with appropriate independent committee roles and no disclosed conflicts; governance risk centers on external time commitments and investor influence via designation rights, which are mitigated by committee independence, executive sessions, and established director compensation policies .