Carrolee Barlow
SUPERNUS PHARMACEUTICALSAbout Carrolee Barlow
Independent Class I director since 2018; age 61. Renowned neuroscientist with deep expertise in neurodegeneration, rare diseases and clinical development; M.D. (University of Utah), internal medicine residency (Cornell/NY Hospital), Ph.D. in molecular and developmental biology (Karolinska Medical Nobel Institute), NIH training in endocrinology and neurogenetics; ~100 publications and numerous U.S. patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arialys | Chief Medical Officer | Aug 2023–Mar 2024 | Led clinical development in neuroimmunology |
| EScape Bio | Chief Medical Officer | Jan 2019–Aug 2022 | Clinical leadership across neurodegenerative programs |
| Parkinson’s Institute & Clinical Center | Chief Executive Officer; Director | CEO from 2014; board through 2019 | Led research, clinical trials, patient care; industry partnerships |
| Amicus Therapeutics | Acting Chief Medical Officer | Not specified | Led execution/analysis/regulatory work for migalastat approval; first PoC studies in Pompe/Fabry |
| BrainCells Inc. | Co‑founder, CSO & CMO | Not specified | Advanced novel therapeutics for neurological/psychiatric disease |
| Merck Research Laboratories | Director, Molecular Neuroscience; global stroke/neurodegeneration lead | Not specified | Led therapeutic area strategy |
| Salk Institute | Professor (neurogenomics) | Not specified | Pioneer in neurogenomics |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Orphazyme A/S | Director | Public company (prior) | Prior board service at publicly traded rare disease company |
| ReCode Therapeutics; Kainos Medicine; CIONIC; Rune Biosciences | Scientific Advisory Board member | Private | Advisory roles across therapeutics and neurotech |
| Consulting CMO | Consulting Chief Medical Officer | Current | Serves as consulting CMO to several companies |
Board Governance
- Committee assignments: Chair, Science Committee; Member, Governance & Nominating Committee .
- Independence: Board determined all directors except CEO are independent; G&N members (including Dr. Barlow) are independent under Nasdaq and SEC rules .
- Attendance: Board held 6 meetings in 2024; each director except Ms. Sensenig attended at least 75% of board and committee meetings during their service period. Audit Committee met 5 times; Compensation Committee met 7 times; Governance & Nominating Committee held no meeting; Science Committee met 4 times .
- Tenure and election: Class I director; nominated for re‑election to term ending at 2028 Annual Meeting .
- Ownership guidelines: Directors must hold $150,000 of company stock within five years (adopted 2020); CEO must hold 3x base salary .
- Trading and alignment policies: Company prohibits hedging and pledging of company stock; routine blackout periods and trade pre‑clearance required .
Fixed Compensation
2024 non‑employee director compensation and grant specifics:
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard non‑chair retainer |
| Committee chair fee (Science) | $20,000 | As Science Committee chair |
| Committee member fee (G&N) | $6,000 | As Governance & Nominating member |
| Total cash fees (reported) | $76,000 | 2024 fees earned/paid |
| RSU grant (grant date fair value) | $150,010 | Granted Feb 22, 2024; vests one year |
| Stock options (grant date fair value) | $142,678 | Granted Feb 22, 2024; strike $27.94; 10‑yr term; vests one year |
| Total 2024 director compensation | $368,688 | Cash + equity grant date fair values |
Performance Compensation
Director equity awards are time‑based; no disclosed performance metrics tied to director pay.
| Compensation Type | Metrics Tied | Vesting/Terms |
|---|---|---|
| RSUs | None disclosed | 25% at one year (directors’ RSUs vest at one year in full) |
| Options | None disclosed | Strike $27.94; 10‑year term; vest at one year in full |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Orphazyme A/S (prior) | Prior director | No disclosed related‑party transactions with SUPN |
| Various private SABs | Advisory roles | No disclosed related‑party transactions with SUPN |
No related‑party transactions disclosed involving Dr. Barlow; Audit Committee reviews and must approve related‑party transactions; one disclosed employment relationship involves CEO’s adult daughter (marketing associate director) and was approved, with compensation deemed commensurate with peers .
Expertise & Qualifications
- Deep domain expertise in neuroscience, neurodegeneration, rare diseases; seasoned clinical developer and regulatory strategist .
- Executive leadership in biotech and non‑profit research/clinical organizations; proven track record leading approvals and clinical PoC studies (e.g., migalastat at Amicus) .
- Academic and scientific credentials: M.D., Ph.D., NIH specialty training; ~100 peer‑reviewed publications; numerous patents .
- Board science leadership: Chairs Science Committee, directly engaging with R&D oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 83,272 | As of Apr 22, 2025 |
| Options exercisable within 60 days | 60,702 | Included in beneficial ownership per SEC rules |
| Ownership as % of outstanding | <1% | Company had 55,989,623 shares outstanding |
| Hedging/Pledging | Prohibited | Policy prohibits pledging and hedging; enforced via pre‑clearance and blackouts |
| Director stock ownership guideline | $150,000, within 5 years | Adopted 2020; compliance not individually disclosed |
Governance Assessment
- Strengths: Independent director with highly relevant scientific expertise; chairs an active Science Committee (4 meetings in 2024), supporting oversight of R&D strategy and risk; aligns with robust insider trading controls (no hedging/pledging), and director ownership guidelines promote alignment .
- Compensation alignment: Mix is equity‑heavy (RSUs and options), a market‑aligned structure for non‑employee directors; clear, transparent fee schedule for committee work; no meeting fees that could incentivize volume over substance .
- Attendance and engagement: At least 75% attendance threshold met; chairing Science Committee indicates active engagement; note the Governance & Nominating Committee held no meeting in 2024, which is a potential oversight gap for governance processes (e.g., board evaluations, director education) and should be monitored for future activity. RED FLAG: Zero G&N meetings in fiscal year .
- Conflicts/related‑party: No related‑party transactions disclosed for Dr. Barlow; Audit Committee oversees Item 404 transactions; one related‑party employment tied to CEO’s family member disclosed and reviewed—no linkage to Dr. Barlow .
- Shareholder signals: Majority‑independent board; separate Chair and CEO; say‑on‑pay support for NEOs at 95% in 2024—positive overall governance sentiment, though not specific to directors .