Joanne Beck
About Joanne Beck
Joanne Beck, Ph.D. (age 64), has served as an independent director of Astria Therapeutics (ATXS) since February 2019; she is a Class II director with a term expiring at the 2026 annual meeting . She holds a Ph.D. in biochemistry and molecular biology from Oregon Health & Science University, completed a postdoctoral fellowship at UCSF, and earned a B.A. in chemistry from Lewis & Clark College . Recent operating roles include CTO at Abata Therapeutics (Sep 2024–Mar 2025), CTO at Aerium Therapeutics (Nov 2022–Jul 2024), and COO (and ad interim CEO) at Boston Pharmaceuticals (Dec 2019–Nov 2022; Dec 2021–May 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abata Therapeutics | Chief Technology Officer | Sep 2024–Mar 2025 | Manufacturing/technical operations leadership |
| Aerium Therapeutics, Inc. | Chief Technology Officer | Nov 2022–Jul 2024 | CMC, process development oversight |
| Boston Pharmaceuticals | Chief Operating Officer; CEO (ad interim) | Dec 2019–Nov 2022; Dec 2021–May 2022 | Operational scaling and portfolio management |
| Celgene Corporation | EVP, Global Pharmaceutical Development & Operations | Apr 2016–Dec 2019 | End-to-end development and supply chain leadership |
| Shire plc | SVP, Pharmaceutical Development | Prior to Celgene | Pharmaceutical development leadership |
| Abbott Laboratories | Roles in Global Pharmaceutical Operations; Site Head, Abbott Vascular Instruments GmbH | Prior to Shire | Manufacturing site leadership |
| Genentech; Amgen | Process Development roles | Prior to Abbott | Bioprocess development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orchard Therapeutics (public) | Director | Jul 2018–Jan 2024 | Company acquired by Kyowa Kirin on Jan 24, 2024 |
| ATXS | Director | Feb 2019–present | Independent; Class II term to 2026 |
Board Governance
- Committee assignments: Compensation Committee member (chair: Michael Kishbauch) and Science & Technology Committee member (chair: Jonathan Violin) .
- Not on Audit or Nominating & Corporate Governance Committees (audit: Bate/Cole/Lapointe; nom/gov: Bate/Callori/Kishbauch) .
- Independence: Board determined all directors other than CEO Milne are independent; Dr. Beck is independent and meets committee independence standards .
- Attendance: In 2024 the Board met 12 times; each director attended 75%+ of Board and committee meetings; directors attended the 2023 annual meeting in person .
- Board leadership: Independent Chair (Kenneth Bate); roles of Chair and CEO are separated .
Fixed Compensation
| Component (Non-Employee Director Program) | FY 2024 Amount | FY 2025 Program Update |
|---|---|---|
| Board member annual cash retainer | $40,000 | $40,000 (unchanged) |
| Audit Committee member / chair | $7,500 / $20,000 | $10,000 / $20,000 |
| Compensation Committee member / chair | $5,000 / $10,000 | $7,500 / $15,000 |
| Nominating & Corporate Governance member / chair | $4,000 / $8,000 | $5,000 / $10,000 |
| Science & Technology Committee member / chair | $7,500 / $15,000 | $7,500 / $15,000 |
| Meeting fees | Not disclosed / none indicated | Not disclosed / none indicated |
| Director 2024 Fees Earned (Cash) | Amount |
|---|---|
| Joanne Beck | $52,500 |
Notes:
- Travel/out-of-pocket expenses reimbursed .
- Independence affirmed even after prior consulting (see “Related-party” below) .
Performance Compensation
| Equity Grants to Directors | Grant/Status | Vesting | Value (Grant-Date Fair Value) |
|---|---|---|---|
| Annual option grant (served ≥6 months) | Granted Jun 5, 2024: 14,100 options | Vests in full one year from grant; for Beck, scheduled to vest Jun 5, 2025 | Included in Beck’s 2024 option award value $86,980 |
| New director initial grant | 28,200 options at appointment | Vests in equal annual installments over 3 years | Program terms; not applicable to Beck in 2024 |
| 2025 program increase | Annual grant: 26,550 options; initial grant: 53,100 options | Same vesting terms as prior program | Program update |
| Beck Option Holdings (as of Dec 31, 2024) | Shares |
|---|---|
| Total options outstanding | 56,949 |
| Vested (exercisable) | 42,849 |
| Scheduled to vest | 14,100 on Jun 5, 2025 |
Other Directorships & Interlocks
- Orchard Therapeutics director (public) until acquisition by Kyowa Kirin on Jan 24, 2024 .
- No current public company boards disclosed beyond ATXS; recent operating roles at private biopharma companies (Abata, Aerium, Boston Pharmaceuticals) .
Expertise & Qualifications
- Deep expertise in biopharmaceutical process development, manufacturing, and supply chain across large-cap and specialty pharma (Celgene, Shire, Abbott, Genentech, Amgen) .
- Advanced scientific training (Ph.D.; postdoctoral fellowship) aligned with Science & Technology Committee oversight .
Equity Ownership
| Metric (as of Apr 14, 2025) | Value |
|---|---|
| Beneficial ownership (shares) | 56,949 (includes options exercisable within 60 days) |
| Ownership % of common shares | <1% (“*” indicated in table) |
| Pledging/hedging | Insider Trading Policy prohibits short sales and derivative trades without approval; prohibits margin use and pledging unless approved by Audit Committee |
Related-Party & Conflicts
- Consulting arrangement: Beck received $100,000 in consultant fees in 2023 under a Company consulting agreement (expired July 31, 2023); Board explicitly considered this in affirming her independence in 2024 .
- No other related-person transactions tied to Beck disclosed; Audit Committee reviews related-person transactions .
Director Compensation Summary (2024)
| Component | Joanne Beck |
|---|---|
| Fees Earned (Cash) | $52,500 |
| Option Awards (Grant-date fair value) | $86,980 |
| All Other Compensation | — (none in 2024) |
| Total | $139,480 |
Compensation Structure Analysis (Signals)
- Shift in program for 2025: increased committee member retainers and larger annual/initial option grants to align with peer practices; Aon engaged as independent consultant, with Compensation Committee determining no conflicts of interest .
- ATXS uses options (not RSUs/PSUs) for director equity; plan prohibits repricing of options/SARs without stockholder approval .
- Clawback policy compliant with Nasdaq (applies to executive incentive-based compensation tied to financials, stock price, TSR) supports governance rigor; while directed at executives, policy framework enhances alignment signals .
Say-on-Pay & Shareholder Feedback (Company-level context)
- 2025 Annual Meeting advisory vote on executive compensation: 43,538,692 For; 6,611,451 Against; 3,401,529 Broker Non-Votes; 5,139 Abstaining .
- Equity plan amendment approved (5,500,000 share increase): 42,460,419 For; 7,684,293 Against; 3,401,529 Broker Non-Votes; 10,570 Abstaining .
Governance Assessment
- Independence and committee roles: Beck is independent and actively serves on Compensation and Science & Technology Committees—positions that influence pay design and R&D risk oversight, respectively .
- Attendance and engagement: At least 75% Board/committee attendance in 2024 indicates baseline engagement; directors attended the 2023 annual meeting .
- Ownership alignment: Beneficial ownership driven by options exercisable within 60 days; company policy restricts hedging/pledging, limiting misalignment risks .
- Potential conflicts: 2023 consulting fees represent a prior related-party exposure; agreement expired and Board reaffirmed independence—mitigating ongoing conflict risk .
- Pay structure: Director pay is modest cash plus options linked to tenure/service; no meeting fees disclosed; 2025 increases suggest market benchmarking while maintaining option-based alignment .
- Oversight environment: Audit (financial risk), Compensation (pay/retention), Nom/Gov (independence/ESG), and S&T (R&D risk) committee constructs are in place; clawback policy and anti-hedging/pledging strengthen investor protections .