Carole Nuechterlein
Aligos TherapeuticsAbout Carole Nuechterlein
Carole Nuechterlein, J.D., is an independent director of Aligos Therapeutics, serving on the board since 2018 and currently acting as the Board’s lead independent director, presiding over executive sessions and serving as liaison between management and the Board . She is 64 years old (as of April 28, 2025), holds a B.A. from Valparaiso University and a J.D. from the University of Michigan, and leads the Roche Venture Fund at F. Hoffmann-La Roche Ltd .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entrada Therapeutics, Inc. (public) | Director | Apr 2020 – Jun 2023 | Oversight at clinical-stage biotech; governance experience |
| Millendo Therapeutics, Inc. (public) | Director | Mar 2017 – Jun 2021 | Board service in endocrinology; prior clinical-stage exposure |
| BCTG Acquisition Corp. (public SPAC) | Director | Sep 2020 – Aug 2021 | Transaction/governance experience in SPAC context |
| AveXis, Inc. (public; acquired) | Director | Oct 2014 – May 2017 | Gene therapy board experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| F. Hoffmann-La Roche Ltd | Head, Roche Venture Fund | Current |
| Enthera S.r.L. | Director | Current (private) |
| Vivet Therapeutics | Director | Current (private) |
| CiVi Biopharma, Inc. | Director | Current (private) |
| Mission Therapeutics Ltd | Director | Current (private) |
Board Governance
- Committee assignments: Compensation Committee (Chair), Nominating & Corporate Governance Committee member .
- Lead Independent Director: Presides over executive sessions; liaison to management .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; all three standing committees are fully independent .
- Attendance: In 2024, the Board met 6 times; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Investor influence context: Baker Brothers received up to two Board nomination rights tied to ownership thresholds under a 2025 letter agreement (Board size-dependent), potentially affecting director dynamics (agreement filed with 2024 Form 10-K) .
Fixed Compensation
| Year | Cash Components | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Annual Board retainer (standard program) | $40,000 | Program terms; not her actual cash paid |
| 2024 | Committee fees – Compensation (member) | $6,000 | Standard member fee |
| 2024 | Committee fees – Nominating (member) | $5,000 | Standard member fee |
| 2024 | Lead Independent Director premium | — | Not listed; non-executive chair premium only |
| 2024 | Fees earned by Nuechterlein | $0 | She waived cash compensation |
| 2023 | Annual Board retainer (standard program) | $40,000 | Program terms |
| 2023 | Fees earned by Nuechterlein | $0 | She waived cash compensation |
Performance Compensation
| Grant Year | Instrument | Shares/Structure | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| 2024 | Stock options (Annual Grant) | Options outstanding at 12/31/2024: 3,976 | $16,984.10 | Annual Grant vests by next AGM or 1-year anniversary |
| 2025 program update | Initial Grant (new director) | 11,720 options | — | Vests monthly over 3 years |
| 2025 program update | Annual Grant (incumbent) | 5,860 options | — | Vests by next AGM or 1-year anniversary |
| Plan cap | Non-employee director award limit | $1,500,000 grant-date fair value per calendar year | — | Plan limit |
Additional design features:
- Equity plan allows option/SAR repricing or exchange without stockholder approval (governance risk consideration) .
- Company-wide clawback policy covering erroneously awarded incentive compensation applies to awards (alignment and compliance) .
Other Directorships & Interlocks
| Entity | Relationship to ALGS | Notes |
|---|---|---|
| Roche Finance Ltd | >5% holder in 2023 PIPE | Purchased 317,344 shares and warrants; Nuechterlein is an affiliate of Roche Finance Ltd (potential related-party exposure reviewed) |
| EcoR1, Hillhouse, Baker Brothers | >5% holders in 2023 PIPE | Large holders; Baker Brothers later obtained nomination rights via letter agreement |
Expertise & Qualifications
- Legal and venture investing background; head of a major strategic venture fund (Roche), with extensive biotech board experience across gene therapy, clinical-stage, and platform biotech .
- Committee leadership experience (Compensation Committee Chair) and governance roles (Lead Independent Director) indicating strong governance skill set .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | Shares Exercisable within 60 Days | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Carole Nuechterlein, J.D. | — | 1,576 | 1,576 | * |
- Company had 5,314,311 voting common shares outstanding on March 6, 2025 for the beneficial ownership table; “*” denotes less than 1% .
- Insider Trading Policy prohibits hedging, pledging, short sales, and derivative transactions in company securities by directors .
Governance Assessment
- Board effectiveness: Serving as Lead Independent Director and Chair of Compensation Committee, with independent committees, signals robust oversight structure and director engagement .
- Alignment: Waiver of cash fees in 2023–2024 reduces cash burn and places more compensation emphasis on equity, modestly aligning incentives with shareholders .
- Conflicts/related-party risk: Her affiliation with Roche Finance Ltd, a significant PIPE participant, creates potential perceived conflicts; company discloses and routes related-party transactions through governance processes (Audit/Nominating oversight) .
- Plan mechanics red flags to monitor: Option/SAR repricing permitted without stockholder approval; continued increases in authorized shares and equity plan capacity may raise dilution concerns if not matched with performance outcomes .
Compensation Committee Analysis
- Composition: Nuechterlein (Chair), Hirth, Martell; all independent and non-employee .
- Consultant: Radford (Aon) engaged; Compensation Committee assessed and disclosed consultant independence, noting no conflicts of interest .
- Recent actions: Oversight of stock option exchange (employees) and annual equity grants; clawback policy in place per SEC/Nasdaq rules .
Notes and References
- Board and committee memberships, independence, leadership structure, and attendance: .
- Director compensation program (2023 and 2024 terms), cash waiver, and equity grants: .
- Biography, age, tenure, education, and external roles: .
- Beneficial ownership table and share counts: .
- Insider trading, hedging/pledging prohibitions: .
- Related-party transactions (Roche Finance in PIPE), investor letter agreement: .
- Equity plan features, director award limits, and repricing policy: .
- Authorized shares proposals and dilution context: .