Jane Gross
About Jane A. Gross, Ph.D.
Independent director of aTyr Pharma since June 2019; age 68 as of March 1, 2025. She earned a Ph.D. in Immunology from UC Berkeley (under Jim Allison) and completed a post‑doctoral fellowship in Immunology at the University of Washington. Gross brings deep drug discovery and immunology expertise and currently chairs the Board’s Compensation Committee. She also serves on the board of BriaCell Therapeutics Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aptevo Therapeutics Inc. | Chief Scientific Officer & SVP R&D | Sep 2016 – Sep 2021 | Led discovery of novel protein therapeutics on ADAPTIR/ADAPTIR‑FLEX platforms, spanning molecular biology, protein engineering, immunology, pharmacology, translational research |
| Emergent BioSolutions Inc. | Vice President, Applied Research & Non‑Clinical Development | Not disclosed | Senior R&D leadership; non‑clinical development oversight |
| ZymoGenetics, Inc. | Vice President, Immunology Research | Not disclosed | Led discovery/development of therapeutics from novel genes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BriaCell Therapeutics Corp. | Director | Current | Public company director |
| Several biotechnology companies | Consultant; Scientific Advisory Board member | Current | Focused on autoimmune, inflammatory and oncology therapeutics |
Board Governance
- Class II director; independent under Nasdaq and SEC rules, with no family relationships disclosed among directors/executives .
- Committee assignments: Chair, Compensation Committee; not a member of Audit or Nominating & Corporate Governance .
- Engagement and attendance: Board met six times in 2024; all directors other than Mr. Clarke attended at least 75% of Board and relevant committee meetings. Independent directors met in executive session three times in 2024 .
- Board leadership: independent Chairman separate from CEO; fully independent committees .
Fixed Compensation (Non‑Employee Director)
| Component | Amount (USD) | Period/Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | 2024 policy |
| Compensation Committee Chair retainer | $12,000 | 2024 policy |
| Total cash fees earned | $52,179 | FY2024 actual |
| Meeting fees | None disclosed | Policy provides retainers; no per‑meeting fees disclosed |
| Reimbursement | Reasonable out‑of‑pocket expenses reimbursed | Policy |
- Policy update (effective Dec 2024 for grants thereafter): Committee chair retainers adjusted; Compensation Chair retainer increased to $15,000; Audit Chair $20,000; Nominating Chair $10,000 .
Performance Compensation (Equity)
| Instrument | Metric/Detail | FY2024 Value/Size | Vesting | Exercise Price |
|---|---|---|---|---|
| Stock options (annual grant) | Policy target size | Up to 24,000 options per annual meeting (pre‑Dec 2024 policy) | Vest in full by next annual meeting or 1‑year anniversary | FMV on grant date |
| Stock options (initial grant) | Policy target size | Up to 48,000 options for newly appointed/elected directors (pre‑Dec 2024 policy) | 36 equal monthly installments over 36 months | FMV on grant date |
| FY2024 option grant fair value (Gross) | FASB ASC 718 grant‑date fair value | $30,144 | Per grant terms | Per policy at FMV |
| Policy change (Dec 2024) | New grant sizes | Initial up to 100,000; annual up to 50,000 options | Initial: 36 months; annual: next annual meeting/1 year | FMV on grant date |
| Options held (aggregate, as of 12/31/2024) | Outstanding options | 41,141 options | Various prior grants | Various prior grants |
- No RSUs/PSUs or performance metrics disclosed for director equity; director equity is option‑based with time‑based vesting .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| BriaCell Therapeutics Corp. | Director | Not disclosed | No related‑party transactions involving directors/executives >$120,000 since Jan 1, 2023 were reported by aTyr |
- No director interlocks or related‑party transactions disclosed involving Gross; Audit Committee reviews related‑party transactions under formal policy .
Expertise & Qualifications
- Ph.D. Immunology (UC Berkeley; mentor Jim Allison); Post‑Doctoral Fellowship in Immunology (University of Washington) .
- Senior R&D leadership across biotherapeutics; immuno‑oncology platform development; translational research .
- Board‑level compensation governance experience (Compensation Committee Chair) .
Equity Ownership
| Metric | Amount | As of |
|---|---|---|
| Common shares owned | 6,000 | March 1, 2025 |
| Shares acquirable within 60 days (options/RSUs/warrants) | 17,141 | March 1, 2025 |
| Total beneficial ownership | 23,141 | March 1, 2025 |
| % of shares outstanding | <1% (exact percentage not material; under 1%) | |
| Options held (aggregate) | 41,141 (as of 12/31/2024) | Dec 31, 2024 |
- No pledging or hedging transactions disclosed for directors; company policy prohibits derivatives/hedging without compliance officer approval .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Gross oversees CEO goal setting, executive pay approvals, equity plans, and succession planning—key levers for shareholder alignment .
- Independence and engagement: Classified independent; attended at least 75% of Board/committee meetings; participates in independent director executive sessions (three in 2024), supporting robust oversight .
- Director pay mix and alignment: Compensation is modest cash retainers plus options; option exercise prices at FMV; annual vesting tied to continued service. Policy increases adopted in Dec 2024 raise grant sizes (initial to 100,000; annual to 50,000), improving potential equity alignment but incrementally increasing dilution risk at the company level .
- Conflicts/related‑party: No related‑party transactions reported involving directors since Jan 1, 2023; Audit Committee maintains a formal review/approval policy—no red flags disclosed .
- Risk indicators: Hedging prohibited absent approval; separate Chair/CEO roles; fully independent committees. No director‑specific red flags disclosed (no low attendance, tax gross‑ups, or option repricing for directors reported) .
RED FLAGS: None disclosed for Gross (no related‑party transactions, attendance issues, or pay anomalies reported). Monitor impact of higher director option grant sizes adopted in Dec 2024 on dilution/optics, especially alongside share reserve increase proposals and overhang metrics at the company level .