John G. McHutchison, A.O., M.D.
ASSEMBLY BIOSCIENCESAbout John G. McHutchison, A.O., M.D.
John G. McHutchison, age 67, is a director of Assembly Biosciences and former CEO/President (Aug 2019–Dec 2022). He is currently Chief Executive and Chairman of Tune Therapeutics, Inc. (since March 2025) and previously served as CEO/President of Velia Inc. (Jul 2023–Mar 2025) . An internationally recognized leader in infectious, liver and gastrointestinal diseases, he previously was Chief Scientific Officer and Head of R&D at Gilead Sciences (joined 2010), held senior roles at Duke University and Scripps Clinic, and was appointed Officer of the Order of Australia (2018). He holds degrees in medicine and surgery from the University of Melbourne and is a member of the Royal Australasian College of Physicians .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Assembly Biosciences, Inc. | Chief Executive Officer & President | Aug 2019–Dec 2022 | Led transition to next‑gen antiviral pipeline; experience cited as reason for Board nomination |
| Gilead Sciences, Inc. | Chief Scientific Officer & Head of R&D | Joined 2010 (prior) | Led filings of multiple NDAs, including curative HCV regimens; deep antiviral portfolio leadership |
| Duke University Medical Center / DCRI | Professor of Medicine; Associate Director DCRI; Co‑Director CTSA | Prior to 2010 (dates not specified) | Clinical research leadership and translational science execution |
| Scripps Clinic | Medical Director, Liver Transplantation | ~10 years (prior) | Liver disease/transplant program leadership |
| University of Southern California | Assistant Professor of Medicine | Prior (dates not specified) | Academic appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tune Therapeutics, Inc. (private) | Chief Executive & Chairman | Mar 2025–present | Current operating role |
| Velia Inc. (private) | Chief Executive Officer & President; Director | Jul 2023–Mar 2025; ongoing director | Preceded Tune role |
| Metacrine, Inc. (public) | Director | Feb 2020–Dec 2023 | Prior public company directorship |
| Tune Therapeutics, Velia Inc. | Director | Ongoing | Current private boards |
Board Governance
- Independence: Board determined Dr. McHutchison is not independent under Nasdaq rules given his prior executive role at Assembly .
- Committee assignments: Chair, Science & Technology Committee; members include Houghton, Johnson‑Pratt, Mahony .
- Committee activity: Science & Technology met once in 2024 due to scheduling shift; returns to twice per year in 2025 .
- Board activity and attendance: Board met six times in 2024; all directors attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors held four executive sessions in 2024 .
- Leadership: Independent Chair (William R. Ringo, Jr.); Audit, Compensation, Nominating & Governance committees are fully independent .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (annual retainer + chair/member fees) | $50,000 | Base director retainer $40,000; S&T Chair fee $10,000; committee member fees as disclosed |
| Option award grant-date fair value | $31,751 | Re‑elected non‑employee directors were granted 2,750 options in 2024 |
| Total 2024 director compensation | $81,751 | Sum of cash and option grant value |
Director fee schedule applicable in 2024:
- All non‑employee directors: $40,000; Chair of Board: $80,000; Audit Chair $20,000; Audit members $10,000; Compensation Chair $15,000; Compensation members $7,500; Nominating & Governance or Science & Technology Chair $10,000; Nominating & Governance or Science & Technology members $5,000 .
- Director options: 2,750 options in 2024; 10‑year term; exercise price at fair market value on grant date; annual director grant vests in full upon earlier of first anniversary or next annual meeting .
- Weighted average exercise price for 2024 non‑employee director annual options: $15.06 (19,250 options across seven directors) .
Performance Compensation
Performance metrics inform the company’s pay‑for‑performance philosophy and oversight (used for NEO bonuses), providing governance context for directors.
| 2024 Corporate Objective | Function | Weight | Achievement Status | Achievement Factor |
|---|---|---|---|---|
| ABI‑5366: Complete IND/CTA‑enabling, initiate Phase 1a with interim data 2H24 | Development | 30.00% | Results far exceeded expectations; announced Q3 2024 | 70.00% |
| ABI‑1179: Complete IND/CTA‑enabling, initiate Phase 1a by YE 2024 | Development | — | Completed | — |
| ABI‑6250: Complete IND/CTA‑enabling, initiate Phase 1a by YE 2024 | Development | — | Completed | — |
| ABI‑4334: Initiate Phase 1b by mid‑year | Development | — | Completed | — |
| Nominate new NNPI candidate and initiate IND/CTA‑enabling (ABI‑7423) | Research | 15.00% | Completed | 15.00% |
| Advance undisclosed discovery program into lead optimization | Research | 5.00% | Completed | 5.00% |
| Extend cash runway into mid‑2026 via financing/partner triggers | Finance/Corp Dev | 25.00% | Achieved via June 2024 financing and Dec 2024 Gilead amendment | 31.25% |
| Develop/retain critical talent (organization objective) | Organization | 5.00% | Only one resignation, quickly replaced | 8.00% |
| Total Company‑wide achievement | — | — | Determined by Compensation Committee | 129.25% |
Say‑on‑Pay approval: ~99% support at 2024 annual meeting .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Comments |
|---|---|---|---|
| Metacrine, Inc. | Public | Director (Feb 2020–Dec 2023) | Prior public board; not an ASMB competitor disclosed in proxy |
| Tune Therapeutics, Inc. | Private | CEO & Chairman; Director | Current operating role; assess for time commitment/conflicts based on pipeline overlap (no related‑party transactions disclosed) |
| Velia Inc. | Private | CEO/President (Jul 2023–Mar 2025); Director | Current private board; no related‑party transactions disclosed |
| Gilead Sciences, Inc. | Strategic investor | Former CSO/Head of R&D (prior); ASMB collaborator; 28.9% holder; two Board designees (Cihlar, Cook) | Governance dynamic: significant investor representation; McHutchison is not a Gilead designee |
No related‑party transactions involving Dr. McHutchison were disclosed; all related‑party transactions are reviewed and approved by the Audit Committee .
Expertise & Qualifications
- Internationally recognized leader in infectious, liver, gastrointestinal diseases; led multiple NDA filings and curative HCV regimens at Gilead .
- Academic and clinical leadership (Duke, Scripps, USC); extensive clinical development experience .
- Honors and education: Officer of the Order of Australia (2018); University of Melbourne medicine/surgery degrees; Royal Australasian College of Physicians member .
- Board skill matrix indicates strategic planning, pharma industry, executive experience; Board tenure ~6 years .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| John G. McHutchison | 118,539 | 1.6% | Includes 16,604 common shares and 101,935 options exercisable within 60 days |
- Non‑employee director unexercised options as of Dec 31, 2024: 107,746 (includes grants from prior employment) .
- Hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging, short sales, and publicly traded options; applicable to directors .
- Stock ownership guidelines: Not adopted; Compensation Committee reviews annually given biotech volatility .
Governance Assessment
- Independence and committee roles: Dr. McHutchison is not independent (former CEO), yet chairs the Science & Technology Committee. S&T Charter requires at least one independent member, which is satisfied; other key committees (Audit, Compensation, Nominating & Governance) remain fully independent, mitigating oversight risks .
- Attendance and engagement: Strong Board process—six meetings in 2024; ≥75% attendance for all directors; four independent executive sessions; all directors at annual meeting—supports board effectiveness .
- Investor alignment: High Say‑on‑Pay approval (~99%) indicates strong investor support for compensation approach . However, absence of stock ownership guidelines may raise alignment questions in biotech volatility; ongoing annual review partially addresses this .
- Compensation and dilution oversight: 2025 proposals add 600,000 shares to 2018 Plan (375,000 + 225,000 performance-based PSUs), plus ESPP increase to 225,000; burn rates managed below peer medians in 2023–2024; robust plan features (no repricing without stockholder approval; minimum vesting; director comp cap) are shareholder‑friendly .
- Related‑party safeguards: Significant Gilead ownership (28.9%) and board designees; transactions documented with option/royalty structures and Audit Committee review; no personal related‑party disclosures for McHutchison .
- Risk controls: Clawback policy compliant with SEC/Nasdaq; prohibition on hedging/pledging; compensation risk assessment concludes programs are not likely to incentivize excessive risk .
RED FLAGS
- Non‑independent status while chairing a key technical committee (Science & Technology); although charter permits, investors may scrutinize independence balance on strategic R&D oversight .
- No stock ownership guidelines for directors/executives—potential alignment concern despite policy reviews and prohibition of hedging/pledging .
Positive Signals
- Strong attendance and governance processes; independent chair; independent composition of core oversight committees .
- Shareholder‑friendly plan provisions (no repricing without vote; minimum vesting; director comp cap); clear performance metrics in compensation framework .