Heather Preston
Aligos TherapeuticsAbout Heather Preston
Independent director of Aligos Therapeutics since August 2024; age 59 as of April 28, 2025. She is a physician and biopharma investor, currently Senior Advisor at TPG Biotech (since July 2018), formerly Managing Partner at Pivotal BioVenture Partners (2018–2022) and Managing Director & Partner at TPG Biotech (2005–2018). Education: B.S. in Biochemistry (University of London) and M.D. (University of Oxford). She chairs Aligos’ Nominating & Corporate Governance Committee and is classified as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Biotech | Senior Advisor | Jul 2018–present | Venture leadership, biopharma investing |
| Pivotal BioVenture Partners | Managing Partner | Jul 2018–Sep 2022 | Led investments; portfolio oversight |
| TPG Biotech | Managing Director & Partner | May 2005–Jul 2018 | Investment selection; board service across therapeutics |
External Roles
| Organization | Role | Public Listing | Tenure |
|---|---|---|---|
| Oxford BioMedica PLC | Director | London Stock Exchange | Current |
| Oxford Nanopore Technologies | Director | London Stock Exchange | Current |
| Invenra Inc. | Director | Private | Current |
| Azura Ophthalmics, Inc. | Director | Private | Current |
| Fusion Pharmaceuticals | Former Director | Public | Prior service (dates not specified) |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; committee members are Heather Preston and Carole Nuechterlein, both independent.
- Independence: All directors other than CEO Lawrence Blatt are independent; Preston is independent. Executive sessions of independent directors are regularly scheduled.
- Board leadership: CEO Lawrence Blatt is Chair; Carole Nuechterlein serves as Lead Independent Director.
- Attendance: In 2024 the Board met 6 times; committees met Audit (4), Compensation (7), Nominating (1). Each director attended ≥75% of applicable meetings; all directors attended the 2024 annual meeting.
- Shareholder-related governance context: Baker Brothers obtained board nomination rights (1–2 seats subject to ownership thresholds) via a 2025 PIPE Investor Letter Agreement, which can influence board composition.
Fixed Compensation
Director Compensation Program (cash retainers and standard equity):
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee) | $40,000 | Cash |
| Nominating & Corporate Governance Chair | $10,000 | Cash; members $5,000 |
| Audit Committee Chair | $20,000 | Members $7,500 |
| Compensation Committee Chair | $12,000 | Members $6,000 |
| Initial option grant on board entry | 4,800 sh | Vests monthly over 3 years (pre-April 2025 terms) |
| Annual option grant | 2,400 sh | Vests by next annual meeting or 1-year anniversary |
| Program amended (Apr 2025) | Initial: 11,720 sh; Annual: 5,860 sh | Reflects increased equity grant sizes |
Heather Preston – 2024 actual director compensation:
| Metric | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 19,173.92 |
| Option Awards (grant-date fair value) | 47,930.06 |
| All Other Compensation | — |
| Total | 67,103.98 |
Additional appointment terms disclosed at onboarding (Aug 7, 2024):
- Initial automatic option grant to purchase 120,000 shares under the 2020 Plan; board retainer $40,000; Nominating chair stipend $8,000 (prorated for 2024).
Performance Compensation
No performance-based metrics are used for non-employee director pay; program comprises fixed cash retainers and time-vested stock options.
| Performance Metric | Applied to Director Pay? | Source |
|---|---|---|
| Financial (Revenue, EBITDA, TSR, ESG) | No | Director program outlines cash retainers and options only |
| Annual bonus (cash) | No | Not part of director compensation |
| PSU/RSU performance conditions | No | Director equity described as options; RSUs not specified for directors |
Other Directorships & Interlocks
| Company | Relationship to ALGS | Potential Interlock/Conflict |
|---|---|---|
| Oxford BioMedica PLC | None disclosed | No related-party transaction reported for Preston; Item 404(a) negative. |
| Oxford Nanopore Technologies | None disclosed | No related-party transaction reported for Preston; Item 404(a) negative. |
| Invenra; Azura Ophthalmics | None disclosed | Private companies; no ALGS transactions disclosed. |
| Governance environment | Baker Brothers board nomination rights | Could influence board composition; monitor independence dynamics. |
Expertise & Qualifications
- Medical doctor with biochemistry background; extensive biopharma investment experience across public and private boards, aligning with strategy, board composition, and pipeline oversight needs.
- Independent director with governance experience as Nominating & Corporate Governance Committee chair.
- Age 59; director since August 2024.
Equity Ownership
Beneficial ownership (as of March 6, 2025):
| Holder | Outstanding Shares Beneficially Owned | Options/Warrants Exercisable Within 60 Days | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Heather Preston, M.D. | — | 1,066 | 1,066 | * |
Director equity awards status:
| Date/Context | Options Outstanding (#) | Notes |
|---|---|---|
| Dec 31, 2024 | 4,800 | Director options held at year-end 2024 |
| Mar 31, 2025 | 7,200 | Options under Amended Plan through Mar 31, 2025 |
Policies and alignment guardrails:
- Insider Trading Compliance Policy prohibits hedging, short sales, derivative transactions on equity, margin purchases, and pledging of company stock.
- Plan-level clawback for erroneously awarded incentive compensation and awards, aligned with SEC/Nasdaq rules.
- Non-employee director equity grants capped at $1,500,000 grant-date fair value per calendar year.
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance; strong industry/investment credentials; 2024 attendance above threshold; robust insider-trading prohibitions and clawback policy support alignment.
- Compensation alignment: Modest cash retainer and equity grants typical for small-cap biotech; 2024 total of ~$67k suggests reasonable pay for responsibilities; equity vests time-based, aligning tenure with oversight continuity.
- Red flags to monitor: Equity plan permits option/SAR repricing without shareholder approval (shareholder-unfriendly) and accelerated vesting if awards aren’t assumed in a Change in Control; increases in authorized shares (voting and non-voting) and equity plan size raise dilution risk for investors. These are board-level policies; while not specific to Preston, they shape governance context she influences as NCG chair.
- Conflicts/related-party exposure: Company disclosed no Item 404(a) related-party relationships for Preston at appointment; current proxy shows no related-party transactions involving her.