Judy Chou
About Judy Chou
Judy Chou, Ph.D., is an independent director of Akero Therapeutics (AKRO) and a Class III nominee; she has served on Akero’s board since 2021 and was 59 years old as of April 10, 2025 . She is President & CEO and a board member of AltruBio, Inc.; previously she was SVP and Global Head of Biotech at Bayer AG, held senior operations/manufacturing roles at Pfizer (formerly Medivation) and Tanvex Biopharma, and was research faculty at Harvard Medical School; she earned her Ph.D. from Yale and completed post-doctoral training at the Max-Planck Institute .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Bayer AG | SVP & Global Head of Biotech | Not disclosed | Oversaw >$3B biotech portfolio; led biologics development/launch |
| Pfizer/Medivation | Senior pharmaceutical operations/manufacturing roles | Not disclosed | Led development/manufacturing for biologics/small molecules |
| Tanvex Biopharma | VP R&D and Manufacturing | Not disclosed | Operations/manufacturing leadership |
| Harvard Medical School | Research faculty | Not disclosed | Cell biology and neuroscience research |
External Roles
| Organization | Role | Tenure (if disclosed) | Notes |
|---|---|---|---|
| AltruBio, Inc. | President & CEO; Board Member | Not disclosed | Clinical-stage biotech in immunology; also Chairperson of AltruBio Taiwan Inc. |
| California Institute for Regenerative Medicine (CIRM) | Governing Board Member | Appointed Nov 1, 2022 | State agency board member |
Board Governance
- Committee assignments: Audit Committee member (Chair: Jane Henderson; other members: Tomas Heyman, Graham Walmsley); Akero’s board designated all audit members as “independent,” with Henderson as the SEC-defined “financial expert” .
- Independence: The board determined all directors except CEO Andrew Cheng are independent under Nasdaq and SEC rules; Dr. Chou is independent (also affirmed at appointment in 2021 8‑K) .
- Board/committee attendance: The full board met 4 times in 2024; each director attended ≥75% of board and committee meetings during their service period. Six directors attended the June 7, 2024 annual meeting .
- Election signal: At the June 3, 2025 annual meeting, stockholders voted “For” Dr. Chou 46,654,444 vs. “Withheld” 15,405,899 (broker non‑votes 5,333,604), indicating strong support; her Class III peer, Tomas Heyman, received more “Withheld” than “For” votes .
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Jane Henderson | 4 |
| Compensation | Not a member | Mark Iwicki | 5 |
| Nominating & Corporate Governance | Not a member | Tomas Heyman | 2 |
Fixed Compensation
| Component | Policy Detail | Amount (2024) |
|---|---|---|
| Board cash retainer | $40,000 for non‑employee members; Chair $70,000 (paid quarterly) | $40,000 |
| Committee cash retainers | Audit: Member $10,000; Chair $20,000. Compensation: Member $7,500; Chair $15,000. Nominating/Gov: Member $5,000; Chair $10,000 | $10,000 (Audit member) |
| Total cash fees (Chou) | Fees paid in cash | $50,000 |
| Meeting fees | Not disclosed | — |
Notes: Directors are reimbursed for reasonable travel/out-of-pocket expenses .
Performance Compensation
| Grant/Policy | Grant Date | Vehicle | Shares/Units | Key Terms | Grant Date Fair Value |
|---|---|---|---|---|---|
| Director annual equity award (policy) | At each annual meeting | Stock options | 26,000 | Vests in full by earlier of first anniversary or next annual meeting, subject to service | Not applicable |
| New director initial award (policy) | Upon election | Stock options | 52,000 | Vests monthly over 3 years, subject to service | Not applicable |
| Initial director option (Chou) | July 12, 2021 | Stock options | 26,000 | Exercise price $24.87; vests monthly over 3 years, subject to board service | Not disclosed |
| Director option awards (Chou total 2024) | 2024 (per table) | Stock options | Not itemized in table | Aggregate holdings: 82,000 options (56,000 exercisable; 26,000 unvested) as of 12/31/2024 | $434,632 |
| Director Compensation (Chou) | 2023 | 2024 |
|---|---|---|
| Fees Paid in Cash ($) | $50,000 | $50,000 |
| Option Awards ($) | $521,064 | $434,632 |
| Total ($) | $571,064 | $484,632 |
Additional governance features: Options reflect FASB ASC 718 fair value at grant; not the realized economic value .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| AltruBio, Inc. | Private biotech | President & CEO; Board Member | No related-party transactions with Akero disclosed for 2024–2025; audit committee reviews and must approve any related person transactions over $120k . |
| CIRM Governing Board | Government agency | Board Member | Not a commercial entity; no conflict disclosed . |
Expertise & Qualifications
- Two-plus decades of leadership in drug development and biomanufacturing; oversight of >$3B biotech portfolio at Bayer and biologics launches .
- Academic credentials: Ph.D. (Yale) and post-doc (Max-Planck Institute), former Harvard Medical School research faculty in cell biology and neuroscience .
- Board skills alignment: life sciences leadership, operations/manufacturing, and oversight of complex development programs (supports audit committee risk oversight) .
Equity Ownership
| Item | Amount | Detail/Date |
|---|---|---|
| Beneficial ownership (Chou) | 82,000 shares (underlying options) | Options exercisable within 60 days of April 10, 2025; <1% of shares outstanding |
| Shares outstanding | 79,679,222 | As of April 10, 2025 |
| Options held (as of 12/31/2024) | 82,000 | 56,000 exercisable; 26,000 unvested |
| Hedging/Pledging | Prohibited | Company Insider Trading Policy prohibits hedging and pledging of company securities |
Governance Assessment
- Independence and effectiveness: Chou is independent and serves on the audit committee overseeing financial reporting, internal controls, related party review, and cybersecurity risk; audit met 4 times in 2024 and recommended inclusion of audited financials in the 2024 Form 10‑K .
- Attendance/engagement: Board met 4 times in 2024, and all directors met ≥75% attendance thresholds; six directors attended the 2024 annual meeting, indicating baseline engagement .
- Shareholder signals: Strong 2025 “For” vote for Chou versus her Class III peer, suggesting higher investor confidence in her contributions .
- Pay structure alignment: Director pay is a simple mix of cash retainers plus time-based options (no RSUs/PSUs), with annual awards sized by policy; Chou’s 2024 cash fees align with board+audit membership, and equity remains at-risk via option value sensitivity to stock price .
- Conflicts/related party: No related-party transactions involving Chou disclosed for 2024–2025; audit committee maintains approval policy for related person transactions .
- Broader governance context: Say‑on‑pay in 2024 received ~95% support, reflecting investor approval of compensation governance; compensation committee members are independent and non‑employee directors, with use of an independent consultant (Pearl Meyer) .
Risk Indicators & Red Flags
- RED FLAG screening: No disclosed related-party transactions tied to Chou; hedging/pledging prohibited; compensation committee interlocks/insider participation absent; no attendance concerns disclosed .
- Monitoring: Time commitment is monitored under Corporate Governance Guidelines; nom/gov committee evaluates external commitments to avoid adverse impact on performance .
Committee Meeting Detail (2024)
| Committee | Meetings (2024) | Selected Responsibilities (abridged) |
|---|---|---|
| Audit | 4 | Auditor oversight, financial reporting, ICFR, related person transactions, risk/cybersecurity, earnings releases |
| Compensation | 5 | CEO/NEO pay oversight, equity plans, director pay, advisors/consultants |
| Nominating & Corporate Governance | 2 | Board composition/criteria, succession planning, board/management evaluation |
Shareholder Voting (June 3, 2025 Annual Meeting)
| Proposal | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Judy Chou, Ph.D. (Class III) | 46,654,444 | 15,405,899 (Withheld) | — | 5,333,604 |
| Elect Tomas Heyman (Class III) | 28,017,151 | 34,043,192 (Withheld) | — | 5,333,604 |
| Ratify Deloitte & Touche LLP (FY2025) | 67,325,603 | 38,564 | 29,780 | 0 |
| Say‑on‑Pay (NEOs) | 60,698,263 | 1,199,541 | 162,539 | 5,333,604 |
Notes on Director Compensation Policy Changes
- 2024 proxy disclosed initial director option award policy at 31,000 shares and annual at 15,000 shares .
- 2025 proxy discloses updated policy sizing initial director options at 52,000 shares and annual at 26,000 shares; options vest over time as described .
Implication: Equity award sizes for directors increased year over year per policy disclosure. While options keep pay at‑risk, sizing changes warrant monitoring for dilution and alignment with performance and peer practices .