Nancy Thornberry
VERTEX PHARMACEUTICALS INC / MAAbout Nancy Thornberry
Nancy Thornberry, age 68, is an independent director at Vertex Pharmaceuticals (VRTX) since 2023, serving on the Science & Technology Committee. She previously founded and led Kallyope as CEO and held senior leadership roles at Merck & Co. for over 30 years, bringing deep drug discovery and R&D expertise. She holds a B.S. in Chemistry and Biology from Muhlenberg College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kallyope, Inc. | Founder & Chief Executive Officer; later Chair of R&D | CEO Nov 2015–Oct 2021; Chair of R&D through Dec 2023 | Built GI-system platform company; scientific leadership |
| Merck & Co., Inc. | Senior Vice President & Franchise Head, Diabetes & Endocrinology | More than 30 years | Led major therapeutic franchise; drug discovery/R&D leadership |
| Self-employed consultant | Biopharma/pharma advisor | Aug 2013–Oct 2015 | Strategic consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denali Therapeutics | Director | Not disclosed | Not disclosed |
| Schrödinger, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: The board determined Thornberry is independent under Nasdaq rules; all board committees are composed of independent directors .
- Committee assignments: Member, Science & Technology Committee, which oversees R&D programs, scientific resourcing, and emerging science trends .
- Attendance: In 2024, each incumbent director attended 100% of board and committee meetings; board met 8 times, S&T met 5 times .
- Engagement: Independent directors meet in executive session without management at each regularly scheduled board meeting .
Fixed Compensation
| Component | Nancy Thornberry (2024) | Program Detail |
|---|---|---|
| Annual cash fees | $109,011 | Base annual cash retainer $100,000; S&T committee membership retainer $10,000; chair retainers not applicable to Thornberry |
| All other compensation | $10,000 (Vertex Foundation Matching Gift) | Eligible for matching gift program |
| Equity Component | Grant Date | Instrument | Quantity | Exercise Price | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual equity retainer (50/50 election) | May 1, 2024 | Options (fully vested) | 1,571 | $399.71 | $200,004 |
| Annual equity retainer (50/50 election) | May 1, 2024 | RSUs (time vest) | 501 | — | $200,255 |
| Program baseline | May 1 annually | Director choice: 100% options; 100% RSUs; or 50/50 | Value-based $400,000 | — | Value-based $400,000 |
Notes:
- Non-employee director program allows deferral of 50% or 100% of cash and RSUs into deferred stock units, paid out at separation, change of control, disability, or death .
- Options are fully vested upon grant; RSUs vest on the first anniversary of grant .
Performance Compensation
- Vertex’s non-employee director compensation is not tied to performance metrics; equity awards are either fully-vested options or time-vesting RSUs, with no financial/operational performance hurdles disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to VRTX | Potential Interlock/Conflict Commentary |
|---|---|---|
| Denali Therapeutics (Director) | No relationship disclosed | No related-party transaction involving Thornberry disclosed; Audit Committee oversees related person transactions per policy |
| Schrödinger, Inc. (Director) | No relationship disclosed | No related-party transaction involving Thornberry disclosed |
Expertise & Qualifications
- 30+ years in pharma/biotech across drug discovery, R&D, and business development; former SVP/Franchise Head at Merck; founder-CEO of Kallyope; scientific acumen and strategic thinking highlighted by Vertex as key board value .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components within 60 days (Options/RSUs/DSUs) |
|---|---|---|---|
| Nancy Thornberry | 3,208 | <1% | Options exercisable: 1,571; RSUs vesting: 501; Deferred stock units: 0 |
| Outstanding Equity as of Dec 31, 2024 | RSUs | Deferred Stock Units | Options (All Exercisable) |
|---|---|---|---|
| Nancy Thornberry | 501 | — | 1,571 |
- Stock ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer within five years; as of Mar 17, 2025, all non-employee directors were in compliance (including Thornberry) .
Governance Assessment
- Board effectiveness: Thornberry’s S&T Committee role aligns with her deep R&D background, strengthening scientific oversight of a multi-modality pipeline; her 100% attendance supports high engagement standards .
- Alignment: She elected a balanced 50/50 equity mix, with fully vested options and 12-month RSU vesting; beneficial ownership of 3,208 shares and compliance with ownership guidelines indicate meaningful alignment, although director pay is not performance-conditioned .
- Independence and conflicts: Vertex explicitly classifies Thornberry as independent; no related-party transactions involving her were disclosed for 2024, and the Audit Committee applies a formal related party policy .
- RED FLAGS: None disclosed related to attendance, pledging/hedging, related-party transactions, or pay anomalies for directors; director compensation structure is standard for large-cap biotech but lacks performance-based equity for directors by design .