Jill Milne
About Jill Milne
Jill C. Milne, Ph.D., 57, is Astria’s co-founder, President, Chief Executive Officer, and a director since June 2008. She holds a Ph.D. from Harvard University and a B.A. in biological chemistry from Wellesley College; prior roles include head of discovery biology at Sirtris and leadership posts at Pfizer’s Discovery Technology Center in Cambridge, MA . Pay-versus-performance data show a total shareholder return (TSR) value of a fixed $100 investment of 116 (2022), 60 (2023), and 166 (2024), alongside net losses of $51.4m, $72.9m, and $94.3m, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sirtris Pharmaceuticals (acquired by GSK) | Head of Discovery Biology | 2004–2008 | Led discovery biology through acquisition by GSK; foundational experience in translational biotech |
| Pfizer Global R&D (Cambridge, MA) | Worldwide Head, Drug Pfinder Program; Head, Enzyme Target Group | 1998–2004 | Directed target discovery platforms and enzyme target strategy |
| Harvard Medical School | American Cancer Society Postdoctoral Fellow (Biological Chemistry & Molecular Pharmacology) | 1995–1998 | Advanced biochemical research training; scientific foundation for later leadership |
External Roles
Not disclosed in company documents (no current external public company directorships or committee roles identified for Dr. Milne) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 601,762 | 637,868 |
| Target Bonus (%) | — | 50% of base salary |
| Actual Bonus Paid ($) | 330,969 | 318,934 |
| All Other Compensation ($) | 6,045 | 10,536 |
| Total Compensation ($) | 2,955,504 | 6,604,416 |
- 2024 base salary reflected a 6% merit increase vs. 2023 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (advancement of Navenibart/STAR‑0215, STAR‑0310, corporate/financial strategy, people) | 100% corporate (no individual goals for NEOs in 2024) | 100% | 100% | $318,934 cash bonus for Milne | Cash bonus; not subject to vesting |
Equity incentives are delivered in stock options with time-based vesting to promote retention; the company did not use RSUs/“full value” awards as of March 31, 2025 .
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 792,558 shares; percent of outstanding marked “*” (less than 1% based on 56,434,219 shares outstanding) .
- Insider trading policy prohibits short sales, margin use, and pledging company securities unless approved by the audit committee (anti-hedging/anti-pledging regime) .
- Clawback: Company maintains a Compensation Recovery Policy in compliance with listing requirements .
Outstanding Options (as of Dec 31, 2024)
| Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Details |
|---|---|---|---|---|---|
| Legacy grants | 155 | — | 663.00 | 3/25/2025 | Fully vested |
| Legacy grants | 2,666 | — | 843.00 | 7/16/2025 | Fully vested |
| Legacy grants | 1,716 | — | 274.20 | 2/10/2026 | Fully vested |
| Legacy grants | 749 | — | 258.60 | 9/7/2026 | Fully vested |
| Legacy grants | 3,332 | — | 74.40 | 2/8/2027 | Fully vested |
| Legacy grants | 3,833 | — | 76.80 | 2/7/2028 | Fully vested |
| Legacy grants | 3,833 | — | 42.60 | 9/6/2028 | Fully vested |
| Option grant | 16,666 | — | 26.34 | 2/12/2029 | Time-based |
| Option grant | 24,999 | — | 31.92 | 1/30/2030 | Time-based |
| Option grant | 213,888 | 19,444 | 17.22 | 3/31/2031 | Unvested portion fully vested by Mar 31, 2025 (monthly vesting) |
| Option grant | 138,125 | 56,875 | 6.51 | 2/29/2032 | Monthly vesting through Feb 17, 2026 |
| Option grant | 126,042 | 148,958 | 13.36 | 1/31/2033 | Monthly vesting through Jan 31, 2027 |
| Option grant | — | 534,600 | 15.26 | 2/7/2034 | 25% vested on Feb 7, 2025; balance monthly through Feb 7, 2028 |
- Cumulative stock options granted under the 2015 Plan to Milne since adoption through Mar 31, 2025: 2,056,726 shares .
- The company emphasized retention via larger-than-anticipated 2025 annual option grants: 3,894,000 options in Q1 2025 company-wide (2,036,000 to Officers; 1,858,000 to non-Officer employees); no RSUs outstanding as of Mar 31, 2025 .
Employment Terms
| Scenario (assumed Dec 31, 2024 termination) | Cash Severance ($) | Bonus ($) | COBRA ($) | Accelerated Vesting Value ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause or resignation with good reason | 637,868 | 167,453 | 30,028 | — | 835,349 |
| Termination upon change in control | 956,802 | 167,453 | 45,042 | 138,206 | 1,307,503 |
- Plan design: At-will employment; annual bonus eligibility per Board discretion; 2024 target bonus set at 50% for Milne . Severance Plan provides salary continuation (up to 18 months for CEO in a change-in-control), COBRA, and a bonus equal to one-half of the average prior three years for the CEO; full acceleration of unvested equity requires a change-in-control termination (double-trigger) .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since June 2008; Class I director re-elected at 2025 annual meeting for term expiring 2028 |
| Independence | Not independent; all other directors are independent under Nasdaq standards |
| Committees | Audit: Bate, Cole, Lapointe; Compensation: Beck, Callori, Cole, Kishbauch; Milne not listed on committees |
| Board Chair | Kenneth Bate (Chair since Feb 2019) |
| Dual-Role Implications | CEO and director; mitigated by independent Chair and fully independent key committees |
| Director Pay | No additional compensation to Milne for director service (CEO excluded from director compensation table) |
Director Compensation Program (context for non-employee directors)
| Component | Member Annual Fee ($) | Chair Annual Fee ($) |
|---|---|---|
| Board of Directors (2024) | 40,000 | 75,000 |
| Audit Committee (2025 update) | 10,000 | 20,000 |
| Compensation Committee (2025 update) | 7,500 | 15,000 |
| Nominating & Governance (2025 update) | 5,000 | 10,000 |
| Science & Technology | 7,500 | 15,000 |
- Non-employee director option grants increased to 26,550 annual and 53,100 initial (effective Jan 1, 2025) .
Say‑on‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Broker Non-Votes | Abstain |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation (June 11, 2025) | 43,538,692 | 6,611,451 | 3,401,529 | 5,139 |
Compensation Peer Group (benchmarking context)
- Aon advised the compensation committee; peer groups adjusted annually. A 2023 peer list included Adicet Bio, AVROBIO, Cue Biopharma, Cullinan Oncology, Foghorn Therapeutics, Immunome, Inozyme Pharma, Larimar Therapeutics, Ocugen, Rallybio, Viridian Therapeutics, Vor Biopharma, Werewolf Therapeutics, among others; composition changed for 2024 to align criteria and market changes . The compensation committee reviews CEO pay (approved by the Board) and non-employee director pay; CEO excluded from deliberations regarding her own compensation .
Additional Performance Context (Pay vs Performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO SCT Total ($) | 1,722,417 | 2,955,504 | 6,604,416 |
| PEO Compensation Actually Paid ($) | 4,613,529 | 2,074,733 | 8,962,336 |
| TSR Value of $100 Investment | 116 | 60 | 166 |
| Net Income/(Loss) ($000s) | (51,403) | (72,891) | (94,260) |
Investment Implications
- Pay-for-performance alignment: 2024 bonuses paid at 100% based solely on corporate goals achievement; CEO target bonus at 50% of salary, actual paid $318,934; CEO pay decisions made by independent directors with external benchmarking from Aon .
- Retention and insider selling pressure: Large, multi-year option grants with monthly vesting through 2028 (e.g., 534,600 unexercised at $15.26 expiring 2/7/2034) can create periodic exercise windows; however, anti-hedging/anti-pledging limits and clawback policy reduce misalignment risk; no RSUs in plan reduces immediate share issuance pressure vs. options .
- Change-of-control economics: Double-trigger acceleration on equity, with 18 months’ salary continuation for CEO and half-average bonus component post-termination in a change-in-control—attractive protection but conditioned on termination, limiting windfall risk without executive turnover .
- Ownership alignment: CEO beneficial ownership is under 1% (792,558 shares) with significant option exposure; policy restricts pledging without audit committee approval; no disclosure of pledging or hedging by CEO, mitigating alignment concerns .
- Governance quality: Independent Chair and fully independent audit and compensation committees counterbalance CEO/director dual role; CEO receives no director fees, avoiding overlapping incentives; strong say-on-pay support in 2025 indicates investor acceptance of the program structure .