Roy Baynes
About Roy Baynes
Roy D. Baynes, M.D., Ph.D. (age 70) is an independent director of Travere Therapeutics (TVTX) since June 2016. He is Executive Vice President and Chief Medical Officer of Eikon Therapeutics (since July 2022), and previously served as SVP & Head of Global Clinical Development and later Chief Medical Officer at Merck, with prior leadership roles at Gilead and Amgen. He holds a medical degree and Ph.D. from the University of the Witwatersrand, South Africa, and has authored 150+ publications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co. | SVP & Head of Global Clinical Development; Chief Medical Officer | Dec 2013–Apr 2022 (Head GCD); CMO from Jul 2016 | Led development strategy for numerous medicines, including Keytruda; supervised full clinical portfolio |
| Gilead Sciences | SVP, Oncology, Inflammation & Respiratory Therapeutics | Jan 2012–Dec 2013 | Built therapeutic areas in oncology/respiratory/inflammation |
| Amgen | VP Global Clinical Development; TA Head Hematology/Oncology | Prior to 2012 | Led hematology/oncology development |
| Wayne State Univ./Karmanos Cancer Institute | Charles Martin Professor of Cancer Research; led BMT service | Prior to industry | Academic leadership; 150+ publications |
External Roles
| Organization | Role | Public/Private | Start | Committees/Notes |
|---|---|---|---|---|
| Natera, Inc. | Director | Public | 2018 | Board member; oncology expertise |
| Nurix Therapeutics, Inc. | Director; Chair, Clinical & Commercialization Committee | Public | Mar 2025 | Appointed Mar 13, 2025; Committee chair per governance page |
| Aardvark Therapeutics, Inc. | Director | Private | — | Current board member |
| CatalYm GmbH | Director | Private (Germany) | — | Current board member |
| Adcendo ApS | Director | Private (Denmark) | — | Current board member |
| Atara Biotherapeutics, Inc. | Director (prior) | Public | — | Former director |
| Eikon Therapeutics | EVP & CMO | Private | Jul 2022 | Executive role; announced Mar 23, 2022 |
Board Governance
- Independence and tenure: Independent under Nasdaq standards; joined the board in 2016 .
- Committee assignments: Chair, Science & Medical Technology Committee; Member, Nominating/Corporate Governance Committee .
- Committee scope and activity: Sci & Med Tech (oversight of R&D; met 3 times in 2024); Nominating/Corporate Governance (board composition, governance, and since 2024 cyber risk program; met 4 times in 2024) .
- Board effectiveness and attendance: Board met 4 times in 2024; all directors attended at least 75% of board and committee meetings .
- Election result (signal of investor support): Re-elected on May 15, 2025 with 73,899,556 For; 755,457 Withheld (broker non-votes 4,400,125) .
- Board structure: Independent chair (Gary Lyons); CEO and Chair roles separated; regular executive sessions of independent directors .
- Stock ownership guidelines: Directors required to hold ≥3x annual cash retainer (RSUs count; options do not); all directors met the guidelines .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $70,000 | Cash retainer plus committee roles; aligns with policy ($50,000 base; +$15,000 Sci/Med Chair; +$5,000 Nominating member) |
| Policy detail (2024) | Base $50,000; Audit member $10,000 ($20,000 Chair); Comp member $7,500 ($15,000 Chair); Nominating member $5,000 ($12,000 Chair); Sci/Med member $7,500 ($15,000 Chair) | Equity grants: 19,500 options + 6,500 RSUs annually; initial 29,250 options + 9,750 RSUs; annual grants vest over 1 year; initial over 3 years |
Performance Compensation (Director)
| Component (2024) | Amount (Grant-date FV) | Mechanics / Metrics |
|---|---|---|
| Stock Awards (RSUs) | $44,330 | Annual RSUs; time-based vesting (1 year for annual grants) |
| Option Awards | $132,990 | Annual stock option grant; time-based vesting (1 year for annual grants); exercise price at FMV; 10-year term |
| Change-in-control treatment | — | Director awards accelerate 100% if service ceases in connection with a Change in Control |
| Clawback and director cap | — | Awards subject to clawback policy; non-employee director total comp capped at $750k per year |
| Form of fees | — | Directors may elect to receive retainers in stock options (valuation via Black-Scholes/binomial) |
Other Directorships & Interlocks
- External public boards (Natera, Nurix) and private boards (Aardvark, CatalYm, Adcendo) create broad industry visibility and information flow but no disclosed related-party transactions with Travere. The company’s related-party section reports none for directors other than ordinary-course transactions tied to another director (Kaiser); the board reaffirmed independence determinations .
- Nurix committee leadership (Chair, Clinical & Commercialization Committee) indicates active governance engagement in drug development oversight at another biotech .
Expertise & Qualifications
- Deep hematology/oncology clinical development expertise; leadership in bringing multiple therapies to market, including Keytruda at Merck .
- Academic and translational experience (Karmanos/Wayne State), 150+ publications; strong fit to chair Travere’s Science & Medical Technology Committee .
Equity Ownership
| Item | Amount | As-of / Detail |
|---|---|---|
| Beneficial ownership (total shares) | 83,000 | As of Mar 3, 2025; includes options exercisable within 60 days |
| Of which: options exercisable ≤60 days | 58,500 | Footnote (10) to ownership table |
| Percent of outstanding | <1% | 88,757,341 shares outstanding as of Mar 3, 2025 |
| RSUs outstanding (12/31/2024) | 6,500 | Year-end RSUs outstanding |
| Options outstanding (12/31/2024) | 104,000 | Year-end options outstanding |
| Pledging / hedging | Hedging prohibited; company not aware of any pledging/margining by employees/directors as of 2022 record date | Equity trading policy and disclosure (historical) |
Governance Assessment
-
Strengths
- Independent director with deep drug development expertise; chairs Sci & Med Tech Committee overseeing R&D risk, and participates in Nominating/Governance (including cybersecurity oversight since 2024) .
- Strong shareholder support in 2025 re-election; say-on-pay support was also high (71.9M For vs 2.68M Against) – a positive governance signal .
- Clear ownership alignment: mandatory stock ownership guidelines met; director equity is time-based and consistent (annual RSUs and options) .
- No disclosed related-party transactions involving Dr. Baynes; company prohibits hedging and reported no pledging as of the cited proxy .
-
Watch items
- Multiple external board roles (Natera, Nurix, private biotechs) increase time commitments; however, Travere’s governance guidelines cap board service and the board monitors commitments; all directors are in compliance .
- Director equity is time-based (not performance-based); while typical for non-employee directors, this reduces explicit performance linkage but supports retention and alignment via ownership .
-
RED FLAGS
- None identified specific to Dr. Baynes: no attendance issues (≥75% standard met), no related-party transactions, no pledging, and strong re-election support .
Appendix: 2025 Shareholder Voting Signals
| Proposal (May 15, 2025) | Result | Vote Detail |
|---|---|---|
| Election of Roy D. Baynes | Elected | For: 73,899,556; Withheld: 755,457; Broker Non-Votes: 4,400,125 |
| Equity Plan Increase | Approved | For: 71,802,001; Against: 2,812,989; Abstain: 40,020 |
| Say-on-Pay (advisory) | Approved | For: 71,929,269; Against: 2,677,694; Abstain: 48,048 |
Notes:
- Committee memberships and leadership reflect the 2025 proxy; Sci & Med Tech Committee met 3x and Nominating/Corporate Governance Committee met 4x in 2024 .
- Director compensation structure and award sizes reflect 2024/2025 policy; 2025 adjustments increased certain compensation committee retainers and board chair retainer (not applicable to Dr. Baynes unless role changes) .