Raymond Dwek
UNITED THERAPEUTICSAbout Raymond Dwek
Independent director since 2002; age 83. Serves on the Compensation Committee and meets Nasdaq’s heightened independence standards for compensation committee members. Background includes founding work in glycobiology and senior academic leadership at the University of Oxford.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Oxford – Glycobiology Institute | Director; later Emeritus | Director 1988–2021; Emeritus current | Led scientific programs in glycobiology and biochemistry; institutional leadership |
| University of Oxford – Department of Biochemistry | Head of Department | 2000–2006 | Oversight of one of the world’s largest biochemistry departments |
| University of Oxford | Professor of Glycobiology | 1988–2009; Emeritus current | Scientific leadership; research in glycobiology |
| Oxford GlycoSciences PLC (LSE/Nasdaq) | Scientific founder; Director | Until sale in 2003 | Helped develop FDA‑approved Gaucher treatment; biotech governance |
| Institute of Biology (professional org.) | President | 2008–2010 | Professional standards and biology community leadership |
| U.S. Library of Congress | Kluge Chair of Technology & Society | 2007 | Science–society interface expertise |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Oxford GlycoSciences PLC | Director | Past | Publicly traded; sold in 2003 |
| Institute of Biology | President | Past | 2008–2010 |
| University of Oxford | Various academic posts | Past/Current (Emeritus) | Long-standing academic leadership |
| U.S. Library of Congress | Kluge Chair | Past | 2007 appointment |
Board Governance
- Committee assignments: Compensation Committee member (Chair: Christopher Patusky). Compensation Committee held 4 meetings in 2024.
- Independence: Determined independent under Nasdaq; meets heightened independence standards for compensation committee members.
- Attendance: Board held 5 meetings in 2024; committees held 14 in total. Every director attended 100% of Board and relevant committee meetings; independent directors held 4 executive sessions.
- Overboarding policy: Directors limited to ≤4 public company boards; all directors comply.
- 2025 election outcome (signal of shareholder support): Votes for Dwek 36,254,579; against 3,935,774; abstentions 16,360; broker non‑votes 1,296,357.
Fixed Compensation
| Component | Policy Level | 2024 Cash Paid (Dwek) |
|---|---|---|
| Board annual cash retainer | $60,000 per year | $60,000 |
| Compensation Committee membership fee | $15,000 per year | $15,000 |
| Lead Independent Director retainer | $35,000 (policy); increased to $40,000 effective 2025 Plan restatement | Not applicable to Dwek |
| Total 2024 cash fees | Policy per role | $75,000 |
Performance Compensation
- Program design: Non‑employee directors receive annual equity awards valued at $400,000, in the form of stock options, RSUs, or 50/50 split at director election; awards vest fully one year from grant; RSUs eligible for elective deferral; the number of awards is calculated using Black‑Scholes for options and closing price for RSUs.
- 2024 grants (all non‑employee directors): Granted July 25, 2024; stock option exercise price $336.37; option grant‑date fair value $125.77; RSU grant‑date fair value equals $336.37; one‑year cliff vest.
- Dwek’s 2024 equity: Elected options‑only; grant‑date fair value $363,475; no RSUs.
| Metric | Grant Date | Instrument | Strike/Fair Value Inputs | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual equity award | 07/25/2024 | Stock options | Exercise price $336.37; Black‑Scholes fair value $125.77 per option | $363,475 (Dwek) | 100% on 1‑year anniversary |
| Annual equity award | 07/25/2024 | RSUs | Closing price $336.37 | $0 (Dwek) | 100% on 1‑year anniversary; deferral optional |
No director performance metrics (e.g., revenue/TSR hurdles) are attached to director equity; awards are time‑based with one‑year vesting.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dwek.
- Past public company boards: Oxford GlycoSciences PLC (public; sold in 2003).
- Interlocks/overlaps: None disclosed with UTHR customers/suppliers/competitors.
Expertise & Qualifications
- Founder of glycobiology field; Fellow of the Royal Society (FRS), Royal Society of Chemistry (FRSC), Honorary Fellow Royal Institute of Physicians; CBE honor; multiple honorary degrees.
- Leadership at University of Oxford (Director of Glycobiology Institute; Head, Department of Biochemistry).
- Biotech innovation and FDA‑approved therapy experience via Oxford GlycoSciences.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Apr 14, 2025) | 9,310 shares; <1% of outstanding | Company‑reported beneficial ownership table; includes options exercisable within 60 days where applicable |
| Currently exercisable options | 7,560 | Footnote indicates exercisable options count |
| Options and RSUs held (Dec 31, 2024) | Stock options: 17,450; RSUs: 0 | Year‑end holdings table |
| Director ownership guidelines | Lesser of 5,000 shares or 5× annual Board cash retainer; all non‑employee directors in compliance as of Mar 2025 | Governance policy and compliance status |
| Hedging/pledging | Prohibited for directors | Insider trading and governance policy |
Governance Assessment
- Strengths: High shareholder support for re‑election in 2025; full attendance; independent status with heightened standards on the Compensation Committee; prohibition of hedging/pledging and compliance with director ownership guidelines; transparent director pay framework.
- Watch items: Very long tenure (since 2002) within a board that values long‑term perspectives but manages refreshment periodically; continued monitoring of board refreshment practices is prudent for independence perception.
- Compensation alignment: Cash fees modest; equity predominates with annual one‑year vesting—time‑based rather than performance‑conditioned, which is typical for directors; no related‑party transactions disclosed for Dwek.
- Shareholder signals: 2025 say‑on‑pay passed with 38,413,776 for vs 1,763,712 against; prior proxy notes “overwhelming” support in 2024, reflecting investor comfort with compensation governance.
Director Compensation (Detail)
| Name | 2024 Cash Fees | RSUs (Grant‑Date FV) | Options (Grant‑Date FV) | Total |
|---|---|---|---|---|
| Raymond Dwek | $75,000 | $0 | $363,475 | $438,475 |
Board Meeting & Committee Activity (2024)
| Body | Meetings | Attendance |
|---|---|---|
| Board | 5 | 100% director attendance |
| Compensation Committee | 4 | 100% director attendance |
| Audit Committee | 5 | 100% director attendance |
| Nominating & Governance Committee | 5 | 100% director attendance |
Related‑Party Transactions
- Process: Audit Committee reviews transactions >$100,000 involving directors/executives/family; pre‑approval framework for limited items.
- Dwek‑specific: No related‑party transactions disclosed involving Dwek.
Say‑on‑Pay & Shareholder Feedback
| Item | 2025 Vote Outcome |
|---|---|
| Advisory vote on executive compensation | For: 38,413,776; Against: 1,763,712; Abstentions: 29,225; Broker non‑votes: 1,296,357 |
2024 say‑on‑pay noted “overwhelming” support; company reported over 94% votes in favor.
Compensation Peer Group (Context for UTHR governance)
- Peer group construction and ranking disclosed; used primarily for NEO benchmarking (not director pay).
Signals & Red Flags Summary
- RED FLAGS: None identified for Dwek (no related‑party transactions; no pledging/hedging; full attendance).
- Governance changes relevant to directors: Lead Independent Director cash retainer increased by $5,000 under 2025 Plan restatement (neutral for Dwek; indicates ongoing calibration of director comp).