Sir Michael Houghton, Ph.D.
ASSEMBLY BIOSCIENCESAbout Sir Michael Houghton, Ph.D.
Sir Michael Houghton (age 74) is an independent director of Assembly Biosciences, Inc. (ASMB) who joined the Board in July 2021. He is La Ka Shing Professor in Medical Microbiology & Immunology at the University of Alberta and Director of the La Ka Shing Applied Virology Institute; he is also Chief Scientific Officer at Applied Pharmaceutical Innovation (Canada) since 2023. Houghton shared the 2020 Nobel Prize in Physiology or Medicine for co-discovering the hepatitis C virus; his board tenure at ASMB is four years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epiphany Biosciences, Inc. | Chief Scientific Officer | 2007–2009 | Led virology R&D strategy and programs |
| Novartis Vaccines & Diagnostics, Inc. | VP, Hepatitis C & Virology Research | Pre-2007 (dates not specified) | Advanced hepatitis C and virology research initiatives |
| Chiron Corporation | Increasing responsibility roles | 1982–2006 | Foundational virology research contributing to HCV discovery |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Alberta | La Ka Shing Professor, Medical Microbiology & Immunology | Since 2010 | Academic leadership in virology |
| La Ka Shing Applied Virology Institute | Director | Current | Applied virology institute oversight |
| Applied Pharmaceutical Innovation (Canada) | Chief Scientific Officer | Since 2023 | Translational innovation leadership |
| Prophysis Inc. | Director | Current | Private Canadian startup governance |
| Aurora Vaccines Inc. | Director | Current | Private Canadian startup governance |
| Achlys Inc. | Director | Current | Private Canadian startup governance |
| Heka Therapeutics Inc. | Director | Current | Private Canadian startup governance |
| Egerio Inc. | Director | Current | Private Canadian startup governance |
| Avisgas, Inc. | Director | Current | Private Canadian startup governance |
| Alcuranex | Director | Current | Private Canadian startup governance |
Board Governance
- Independence: The Board determined Houghton is independent under Nasdaq rules.
- Board & Committee cadence: Board held 6 meetings in 2024; independent directors held 4 executive sessions. All directors attended ≥75% of Board and relevant committee meetings; all directors at the time attended the 2024 annual meeting.
- Committee assignments (2024): Member, Science & Technology Committee (S&T); not a chair. S&T met once in 2024 due to schedule reset; charter requires at least two meetings per year and will resume two meetings in 2025.
| Committee | 2024 Membership | Role | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | — | 5 |
| Compensation | Not a member | — | 5 |
| Nominating & Governance | Not a member | — | 4 |
| Science & Technology | Member | Member | 1 |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $40,000 | Non-employee director retainer |
| Science & Technology Committee Member fee | $5,000 | Member fee (non-chair) |
| Total Cash Fees Earned (2024) | $45,000 | As reported for Houghton |
Performance Compensation
| Instrument | Grant Size (shares) | Grant Date Fair Value (USD) | Exercise Price | Vesting | Term |
|---|---|---|---|---|---|
| Stock Options (2024 annual meeting grant) | 2,750 | $31,751 | FMV on grant date (not disclosed) | Vests in full upon the earlier of 1-year anniversary or next annual meeting | 10 years |
- Director equity program design: New non-employee directors receive 5,500 options vesting over 3 years; re-elected non-employee directors receive annual option grants vesting as above; options priced at FMV on grant date; 10-year term; non-employee Gilead designees do not receive director compensation.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Private boards | Multiple Canadian startups (see External Roles) |
| Interlocks/potential conflicts | Board includes two Gilead designees (Cihlar and Cook); Houghton is independent and not a Gilead designee. |
Expertise & Qualifications
- Nobel laureate with deep virology credentials, including HCV discovery; broad pharmaceutical R&D leadership at Chiron and Novartis; current academic and translational innovation roles in Canada.
- Board skills matrix attributes Houghton with pharmaceutical industry expertise and academic experience; Board tenure of 4 years; no current public boards.
Equity Ownership
| Holder | Direct Shares | Options exercisable within 60 days | Total Beneficial Ownership | Ownership % | Pledges |
|---|---|---|---|---|---|
| Sir Michael Houghton, Ph.D. | 3,202 | 8,582 | 11,784 | Less than 1% | None known to the company (no pledges by any person) |
- Shares outstanding at record date: 7,637,553 (April 8, 2025).
- Company does not currently maintain formal stock ownership guidelines; Compensation Committee reviews annually given biotech stock volatility.
Governance Assessment
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Strengths:
- Independence and scientific depth: Houghton adds high-caliber virology expertise directly relevant to ASMB’s pipeline and serves on the Science & Technology Committee, enhancing R&D oversight.
- Engagement: Board-level attendance thresholds met; independent executive sessions support oversight; independent Chair structure in place.
- Alignment: Modest director cash fees with equity options tie compensation to shareholder value; no pledging of shares disclosed.
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Watch items / RED FLAGS:
- Science & Technology Committee met only once in 2024 due to scheduling change; while slated to resume twice yearly in 2025, lower frequency could constrain technical oversight if not remedied.
- No formal stock ownership guidelines (company-wide) may reduce explicit long-term ownership alignment, though the committee reviews practices annually.
- Concentrated shareholder influence: Gilead owns ~28.9% and designates two directors; while Houghton is independent, board dynamics require vigilance to ensure balanced decision-making.
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Related-party transactions: Audit Committee oversees and approves related-party transactions; 2023–2025 disclosures center on Gilead collaboration and equity arrangements; no related-party transactions disclosed involving Houghton or his Canadian affiliations.