Barry Flannelly
About Barry Flannelly
Independent Class III director at Protara Therapeutics (TARA) since July 2020; term runs to the 2026 annual meeting. Age 67. Former EVP & GM, North America at Incyte (2015–Jan 2025; remaining through July 2025 for transition). Education: B.S. Pharmacy (Massachusetts College of Pharmacy), MBA (University of Baltimore), Pharm.D. (University of Maryland School of Pharmacy). The Board affirms his independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incyte Corporation | EVP & GM, North America (previously EVP, BD & Strategic Planning) | Aug 2014–Jan 2025; remaining employed through July 2025 for transition | Commercial leadership for NA; senior operating role |
| OSS Healthcare Inc. | Chief Executive Officer | Aug 2013–Jul 2014 | Biotech startup leadership |
| Nektar Therapeutics | VP, Global Product Strategy & Commercial Planning | Apr 2011–Apr 2013 | Global product strategy |
| Onyx Pharmaceuticals | SVP, Commercial | Aug 2008–Jan 2011 | Commercial leadership |
| Abraxis BioScience; Novartis | Various positions | Not disclosed | Big pharma/biotech operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Genomic Health, Inc. | Director | 2019 (until merger with Exact Sciences) | Public company directorship (ended at merger) |
Board Governance
- Board/committee structure and independence: Independent board chair (Luke Beshar). Board determined Flannelly and a majority of directors are independent under Nasdaq rules.
- Committee assignments (2024): Compensation Committee member; chair is Cynthia Smith. Committee refresh: Roger Garceau ceased April 2025; Richard Levy joined April 2025.
- Meetings and attendance: Board met 7x in 2024; Compensation Committee met 6x; each director attended ≥75% of aggregate board/committee meetings. Independent directors held 5 executive sessions in 2024.
- Term/class: Class III director; term expires at the 2026 annual meeting.
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 46,000 | Actual fees earned as a non-employee director |
Director compensation policy (effective April 1, 2025): annual cash retainer $40,000; board chair add’l $115,000; committee member retainers: Audit $7,500, Compensation $6,000, Nominating & Governance $5,000, Scientific Advisory $25,000; committee chair retainers: Audit $15,000, Compensation $12,000, Nominating & Governance $9,000, Scientific Advisory $50,000. Annual director compensation cap $750,000 ($1,000,000 in first year).
Performance Compensation
| Item | Details |
|---|---|
| 2024 equity awards (reported fair value) | Options: $20,598 (no RSUs reported for Flannelly) |
| 2025 policy – initial grant | 48,000 stock options for new directors; 1/3 vests at 1st anniversary, remainder monthly over 24 months |
| 2025 policy – annual grant | 24,000 stock options; vest in full on first anniversary of grant (date after annual meeting) |
| Change-in-control treatment (directors) | All unvested director equity vests fully immediately prior to closing of a change in control (single-trigger for non-employee directors) |
| Clawback | Awards under the equity plan are subject to Company policies including the Clawback Policy; the Clawback Policy (effective Dec 1, 2023) applies to incentive-based compensation of current/former executive officers in the event of an accounting restatement |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Flannelly.
- Prior: Genomic Health, Inc. (2019; ended upon merger with Exact Sciences).
- Potential interlocks/influence channels: Overlap in prior employment at Incyte with current TARA director Richard Levy (Levy was EVP/Chief Drug Development Officer at Incyte 2009–2016; Flannelly joined Incyte in 2014), indicating prior working relationships that may influence board dynamics.
Expertise & Qualifications
- Therapeutics commercialization and general management (Incyte NA GM; Onyx SVP Commercial; Nektar GPS).
- Broad biopharma operating tenure across large and mid-cap companies (Novartis, Abraxis, Onyx, Nektar, Incyte).
- Academic credentials aligned with pharma governance: Pharm.D., MBA, B.S. Pharmacy.
Equity Ownership
| Holder | Beneficial Ownership | Components | % of Outstanding |
|---|---|---|---|
| Barry Flannelly, Pharm.D. | 66,250 | Options exercisable within 60 days; no RSUs reported vested/not settled; no common shares listed | Less than 1% |
- Anti-hedging/pledging: Company policy prohibits short sales, options, hedging, and pledging/margining of company stock by directors.
- Director ownership guidelines: Not disclosed.
Governance Assessment
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Strengths
- Independent director with deep commercial biotech leadership and prior public board experience; independence affirmed by the board.
- Active committee role on Compensation; committee sources independent advisor (Aon) and disclosed no conflicts, indicating sound process.
- Board practices: independent chair, regular executive sessions, and ≥75% attendance across directors.
- Formal Clawback Policy and hedging/pledging prohibitions strengthen investor alignment.
-
Watch items
- Ownership alignment appears modest: only 66,250 options exercisable within 60 days and no disclosed common share holdings; below 1% ownership.
- Director equity single-trigger vesting upon change in control can be viewed as less shareholder-friendly vs. double-trigger structures.
- Company’s 2024 say-on-pay support was 72%, with outreach indicating some investor scrutiny of compensation design; while this pertains to executives, compensation committee oversight (where Flannelly serves) is central to addressing concerns.
-
Conflicts/related-party exposure
- No related-party transactions involving directors or >5% holders disclosed for 2024–2025 beyond standard indemnification and employment agreements; audit committee oversees related-person transactions.
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Additional context
- Board/committee activity levels (7 board, 6 compensation meetings in 2024) suggest engaged governance cadence.
- Non-employee director compensation levels (2024 cash $46,000; options $20,598) are modest for sector norms; 2025 policy formalizes retainers/fees and caps.