Lynn Tetrault
About Lynn Tetrault
Independent director of Alumis Inc. since May 2025; age 63. Former Executive Vice President, Human Resources & Corporate Affairs at AstraZeneca PLC (2007–2014) with prior AstraZeneca roles dating to 1993; B.A. from Princeton University and J.D. from the University of Virginia Law School. Currently Chair of the Board at NeoGenomics, Inc. (director since 2015) and director at Rhythm Pharmaceuticals, Inc. (since 2020); previously director at ACELYRIN, Inc. (Dec 2023–May 2025) . Appointed to the Alumis Board in connection with the ACELYRIN merger; Board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca PLC | Executive Vice President, Human Resources & Corporate Affairs | 2007–2014 (various AZ roles since 1993) | Senior global HR and corporate affairs leadership; large-cap pharma governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NeoGenomics, Inc. | Chair of the Board; Director | Director since 2015 | Current Chair |
| Rhythm Pharmaceuticals, Inc. | Director | Since 2020 | Public biopharma board |
| ACELYRIN, Inc. | Director | Dec 2023 – May 2025 | Service ended upon Alumis merger closing – |
Board Governance
- Committee assignments: Member, Compensation Committee; effective June 3, 2025. Compensation Committee members: Alan B. Colowick (Chair), James B. Tananbaum, Lynn Tetrault .
- Independence: Board determined all directors except the CEO are independent; all members of Audit, Compensation, and Governance Committees meet SEC/Nasdaq independence standards .
- Lead Independent Director: Dr. Sapna Srivastava appointed Lead Independent Director in June 2025 .
- Board/committee activity: Board met 12 times in 2024; each director attended ≥75% of Board/committee meetings during periods of service; independent directors held four executive sessions in 2024 .
- Risk oversight: Board oversees strategy and risk; Audit Committee oversees financial, compliance, and cybersecurity risks; Compensation Committee monitors compensation-risk alignment .
Fixed Compensation (Non-Employee Director Policy)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director retainer |
| Committee membership retainers | Audit: $10,000; Compensation: $7,500; Governance: $5,000 | Paid per committee membership (additive) |
| Committee chair retainers (in lieu of member fee) | Audit Chair: $20,000; Compensation Chair: $15,000; Governance Chair: $10,000 | Applies if serving as chair |
| Non-executive Board Chair retainer | $30,000 | Additional to $40,000 board retainer if serving as non-exec Chair |
| Meeting fees | Not disclosed | No specific meeting fees disclosed |
Application to Tetrault: As a Compensation Committee member (not chair), policy implies eligibility for $7,500 committee retainer in addition to the $40,000 annual retainer; she is not the non-executive Board Chair at Alumis .
Performance Compensation (Equity)
| Equity Award Type | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial option grant (upon appointment) | 52,000 shares | 1/36th monthly over 3 years; accelerates upon Change in Control | Ms. Tetrault did not receive an initial option grant at appointment per disclosure |
| Annual option grant (each annual meeting) | 26,000 shares | Vests by earlier of 1 year or next annual meeting | Standard for all non-employee directors per policy |
Other Directorships & Interlocks
- Interlock/potential conflict: Ms. Tetrault served on ACELYRIN’s board until the May 21, 2025 merger, then joined Alumis’ board per the merger agreement. The Board affirmed her independence; aside from receiving consideration for her ACELYRIN equity in the merger, no related-party transactions requiring Item 404(a) disclosure were reported .
- Large holder board representation at Alumis: Directors affiliated with Foresite Capital and AyurMaya/Matrix are on the Board; these funds each beneficially owned ~15.8% as of June 4, 2025, indicating concentrated investor representation (see Equity Ownership section) –.
Expertise & Qualifications
- Human capital and governance expertise from senior HR/Corporate Affairs leadership at AstraZeneca (global scale) .
- Public company board leadership as Chair (NeoGenomics) and experience across multiple public biopharma boards (Rhythm; prior ACELYRIN) .
- Legal education (J.D., UVA) and Ivy League undergraduate foundation (Princeton), supporting governance and compliance acumen .
Equity Ownership
| Holder | Shares/Options | Status | % Voting Power | As of |
|---|---|---|---|---|
| Lynn Tetrault | 64,331 options exercisable within 60 days | Beneficial ownership consists solely of options exercisable within 60 days | <1% | June 4, 2025 – |
Additional alignment/controls:
- Hedging and pledging prohibitions: Insider Trading Policy prohibits hedging and pledging company stock (alignment positive) .
- Clawback: Board adopted a Dodd-Frank-compliant compensation recovery policy in June 2024 (applies per SEC/Nasdaq rules) .
Governance Assessment
-
Strengths:
- Independent director with deep human capital and governance background; serves on the Compensation Committee where her HR/comp expertise is most relevant .
- Robust board independence disclosures; all key committees are fully independent; Lead Independent Director role established in June 2025 to balance combined CEO/Chair structure .
- Strong alignment policies: anti-hedging/pledging and a formal clawback policy in place .
- Board and committee self-evaluations and active meeting cadence; ≥75% attendance for all directors in 2024; regular executive sessions .
-
Watch items / potential risks:
- Combined CEO/Chair (mitigated by Lead Independent Director), which can raise oversight concerns for some investors .
- Concentrated investor influence: large holders (Foresite and AyurMaya/Matrix) each at ~15.8% with board representation; requires vigilant independence and conflict oversight by independent directors including Ms. Tetrault –.
- Historical executive option repricing (March 29, 2024) is a governance red flag for pay practices; although it predates Ms. Tetrault’s tenure, Compensation Committee oversight going forward is important .
-
Related-party/Item 404(a):
- For Ms. Tetrault: other than merger consideration for her ACELYRIN equity, no transactions requiring disclosure were reported .
Appendix: Board/Committee Reference (for context)
- Compensation Committee members: Alan B. Colowick (Chair), James B. Tananbaum, Lynn Tetrault (appointed to committee June 3, 2025) .
- Audit Committee: Patrick Machado (Chair, audit committee financial expert), Alan B. Colowick, Srinivas Akkaraju .
- Nominating & Corporate Governance Committee: Sapna Srivastava (Chair), Patrick Machado, Zhengbin Yao .