Hongbo Lu
ARROWHEAD PHARMACEUTICALSAbout Hongbo Lu
Hongbo Lu, Ph.D., age 54, has served as an independent director of Arrowhead Pharmaceuticals (ARWR) since March 2024. She serves on the Science, Nomination, and Compensation Committees. Dr. Lu holds a Ph.D. in Bioengineering (University of Washington), an MBA from UC Berkeley Haas, and is a Tsinghua University honors graduate; she is also founding member of NEXTBio Capital and a seasoned healthcare investor and board member across public and private biopharma companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vivo Capital LLC | Managing Partner | Since Dec 2020 | Oversaw healthcare investment management; served on >20 boards historically |
| Lilly Asia Ventures (LAV) | Managing Partner | Jan 2017–Dec 2020 | Venture investing in biopharma; board service across portfolio |
| OrbiMed Advisors | Managing Director | Not disclosed | Investment leadership; biopharma board engagement |
| Piper Jaffray & Co. | Biotech Analyst | Not disclosed | Sell-side research foundation |
| Zyomyx (startup) | Involved in SF Bay Area startup | Not disclosed | Early-stage biotech operator experience |
| NEXTBio Capital | Founding member | Current | Launching biotech-focused investment firm |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Terns Pharmaceuticals, Inc. (Nasdaq: TERN) | Director | Since 2020 | Public |
| Zenas BioPharma (Nasdaq: ZBIO) | Director | Since 2022 | Public |
| Ribox Therapeutics | Director | Since 2021 | Private (not listed) |
| Visirna Therapeutics | Director | Since 2021 | Private (not listed) |
| Createrna Science and Technology | Director | Not disclosed | Not disclosed |
Governance note: Public company interlocks at TERN and ZBIO create industry adjacency with Arrowhead’s biopharma focus; no specific transactional conflicts disclosed .
Board Governance
- Independence: The Board determined all members of the Compensation and Nomination Committees are independent; majority of Board is independent (all directors except CEO). Dr. Lu is listed as an independent director .
- Committee assignments (FY2025): Compensation Committee (Michael Perry, Chair; members: Hongbo Lu, William Waddill); Nomination Committee (Victoria Vakiener, Chair; includes Hongbo Lu); Science Committee (Co-Chairs Mauro Ferrari and Adeoye Olukotun; includes Hongbo Lu) .
- Attendance: Each incumbent director attended 100% of Board and applicable committee meetings during FY2024; all directors standing for re-election attended the 2024 Annual Meeting (virtual) .
- Lead Independent Director: Board maintains a Lead Independent Director role given combined CEO/Chair structure after Dec 31, 2024; committees are entirely independent .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees (pro-rated) | $43,333 | Pro-rated given March 2024 appointment |
| Standard annual retainer (policy) | $80,000 | Applies to all non-employee directors |
| Committee chair fee (Audit) | $5,000 | Policy; Dr. Lu not a chair |
| Committee chair fee (Compensation) | $5,000 | Policy; Dr. Lu not a chair |
Performance Compensation
| Award Type | Grant Value (FY2024) | Shares/Units Outstanding (FY2024 YE) | Vesting | Options Outstanding |
|---|---|---|---|---|
| RSUs (sign-on) | $761,666 | 24,080 RSUs | Vest in 3 equal annual installments from grant anniversary, subject to continued service | 0 |
| Annual director RSUs (policy) | Typical one-year vest | N/A | Standard non-employee director RSUs vest one year from grant; Lu’s sign-on RSUs follow 3-year schedule | N/A |
- No performance metrics tied to director compensation are disclosed; Arrowhead uses time-based RSUs for non-employee directors, while PRSUs with performance metrics are used for executives .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Terns Pharmaceuticals (TERN) | Biopharma | Director | Industry adjacency; no related-party transactions disclosed |
| Zenas BioPharma (ZBIO) | Biopharma | Director | Industry adjacency; no related-party transactions disclosed |
Related-Party Oversight: Audit Committee reviews/approves disclosable related-party transactions; policy requires disclosure and prohibits board service with customers/suppliers/competitors without approval; no Arrowhead related-party transactions involving Dr. Lu disclosed .
Expertise & Qualifications
- Over 20 years in healthcare investment management across Vivo Capital, LAV, OrbiMed; extensive public/private board experience and capital markets expertise .
- Technical foundation in bioengineering; MBA for finance/management; Wall Street and startup experience informing science and strategy oversight .
- Board’s skills matrix highlights contributions in biopharma R&D, healthcare, drug development, executive leadership, governance, and capital markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|
| Hongbo Lu | 47,163 | <1% | 24,080 | 0 |
- Insider trading policy prohibits short-term trading, short sales, options trading, margin, and hedging; pledging up to 75% of owned and vested shares is allowed only with Board approval. No pledging by Dr. Lu is disclosed .
- Section 16(a) compliance: One inadvertent late Form 5 for Dr. Lu reported for FY2024 .
Governance Assessment
- Strengths: Independent status, 100% attendance, multi-committee service including Compensation and Nomination, and deep sector/capital markets expertise enhance board effectiveness and oversight of pay and director nominations .
- Alignment: Significant sign-on RSU grant ($761,666) with multi-year vesting and meaningful RSU holdings (24,080) create ownership alignment; standard director pay structure is at or below 60th percentile vs peers, signaling moderation in director pay .
- Risks/RED FLAGS:
- Administrative: One late Section 16 Form 5 (minor filing deficiency) .
- Interlocks: Multiple external biopharma directorships could present potential conflicts if counterparties overlap; however, Arrowhead’s related-party oversight is robust and no conflicts/transactions are disclosed involving Dr. Lu .
- Structure: Combined CEO/Chair mitigated by Lead Independent Director and fully independent committees .
- Net view: Governance signals are broadly positive (independent, engaged, aligned). Monitor for any future related-party transactions or pledging activity and track Compensation Committee decisions where Dr. Lu participates, including continued use of independent consultants and pay practices .