Svetlana Lucas
About Svetlana Lucas
Svetlana Lucas, Ph.D., age 53 as of March 1, 2025, has served on aTyr Pharma’s board since June 2019. She is currently Chief Business Officer at Scribe Therapeutics and previously held senior business development and external R&D roles at Tizona Therapeutics, Amgen, Onyx, PDL BioPharma/Facet Biotech, and XOMA; she also serves on the board of Jasper Therapeutics, Inc. She holds a Ph.D. in Molecular Biology and Biochemistry from Caltech and an undergraduate degree in Biology from Moscow State University, bringing deep biotherapeutics BD credentials to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tizona Therapeutics | SVP, Business Development | — | Led BD strategy; executed global strategic collaboration with AbbVie |
| Amgen | Head of Oncology & Inflammation External R&D | — | Oversaw BD activities; led Amgen’s cancer immunotherapy collaboration and licensing with Kite; worked with Amgen Ventures on oncology/inflammation investments |
| Onyx Pharmaceuticals | BD/Oncology Partnering Strategy | — | Drove oncology partnering and due diligence pre/post Amgen acquisition |
| PDL BioPharma / Facet Biotech | Strategy/BD/Strategic Marketing | — | Progressively responsible roles; Facet later acquired by AbbVie |
| XOMA | Strategy/BD/Strategic Marketing | — | Business-side roles |
| McKinsey & Company | Strategy Consultant, Life Sciences | — | Early career, sector focus |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Scribe Therapeutics | Chief Business Officer | Implemented strategic collaborations (e.g., Sanofi; Prevail Therapeutics/Eli Lilly) |
| Jasper Therapeutics, Inc. | Director | Biotechnology company; board service noted |
Board Governance
- Committee assignments: Audit Committee (member in 2024; appointed Chair effective March 6, 2025), and Nominating & Corporate Governance Committee (member); not on Compensation Committee .
- Audit Committee chair/flexibility: Mr. Coughlin is designated the audit committee financial expert; Lucas chairs the committee post-March 2025 (permitted as long as at least one member qualifies) .
- Independence: The board determined all directors except the CEO (Dr. Shukla) are independent; Lucas is independent under Nasdaq and SEC rules .
- Board/committee activity: Board met 6 times in 2024; Audit met 4; Nominating met 3; Compensation met 4; independent directors held 3 executive sessions without management .
- Attendance and annual meeting: All directors other than Mr. Clarke attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting except Mr. Clarke .
| Committee | Role | Chair Status | 2024 Meetings |
|---|---|---|---|
| Audit | Member (2024); Chair effective Mar 6, 2025 | Chair from 3/6/2025 | 4 |
| Nominating & Corporate Governance | Member | Chair: Mr. Clarke (2024) | 3 |
| Compensation | Not a member | Chair: Dr. Gross (2024) | 4 |
Fixed Compensation
| Item | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $52,120 |
| Option Awards (Grant-Date Fair Value) | $30,144 |
| Total 2024 Director Compensation | $82,264 |
Director cash retainer components (policy in place during 2024):
| Role | 2024 Annual Retainer (USD) |
|---|---|
| Board member | $40,000 |
| Board Chair additional | $35,000 |
| Audit Chair | $25,000 |
| Audit member | $8,000 |
| Compensation Chair | $12,000 |
| Compensation member | $6,000 |
| Nominating Chair | $8,000 |
| Nominating member | $4,000 |
Performance Compensation
- Equity structure (directors): Time-based stock options; initial grant vests monthly over 36 months; annual grant vests in full on earlier of first anniversary or next annual meeting; exercise price equals fair market value on grant date .
- 2024 equity outcome: Lucas’s 2024 director option grant carried a $30,144 grant-date fair value (share count and strike price not disclosed in proxy) . As of December 31, 2024, she held options to purchase an aggregate of 41,141 shares .
- Policy shift (Dec 2024 amendments effective for 2025): Increased initial option grant to 100,000 shares; annual option grant to 50,000 shares; adjusted chair/member cash retainers (generally lowering chair retainers and modestly increasing some member retainers) .
| Equity/Cash Component | 2024 Policy | Post-Dec 2024 Policy (for 2025) |
|---|---|---|
| Initial option grant (new director) | Up to 48,000 shares | Up to 100,000 shares |
| Annual option grant (continuing director) | Up to 24,000 shares | Up to 50,000 shares |
| Board Chair additional cash retainer | $35,000 | $30,000 |
| Audit Chair cash retainer | $25,000 | $20,000 |
| Audit member cash retainer | $8,000 | $9,000 |
| Compensation Chair cash retainer | $12,000 | $15,000 |
| Compensation member cash retainer | $6,000 | $7,000 |
| Nominating Chair cash retainer | $8,000 | $10,000 |
| Nominating member cash retainer | $4,000 | $5,000 |
No director performance metrics (TSR, revenue, ESG) are tied to director compensation; awards vest time-based per policy .
Other Directorships & Interlocks
| Company | Role | Committees/Notes |
|---|---|---|
| Jasper Therapeutics, Inc. | Director | Biotech company; no committee details disclosed |
- Interlocks/conflicts: Proxy discloses no related-person transactions since January 1, 2023 (≥$120,000 or ≥1% of average total assets), covering directors and their affiliates; Audit Committee reviews/approves related-party transactions under a written policy .
- External executive role: CBO at Scribe Therapeutics (private). No disclosed transactions between aTyr and Scribe, or AbbVie/Amgen/Kite related to Lucas’s prior employers .
Expertise & Qualifications
- Deep biotherapeutics business development and external R&D leadership (Amgen, Onyx, Tizona) .
- Transactional track record (e.g., AbbVie collaboration at Tizona; Amgen–Kite licensing/collaboration) .
- Scientific training (Ph.D. Caltech; Biology degree Moscow State University) .
Equity Ownership
| Metric (as of March 1, 2025 unless noted) | Value |
|---|---|
| Shares owned | 6,000 |
| Shares acquirable within 60 days via options/RSUs | 17,141 |
| Total beneficially owned | 23,141 |
| Ownership as % of shares outstanding | <1% (asterisk per proxy) |
| Options outstanding (aggregate, as of Dec 31, 2024) | 41,141 |
- Hedging/derivatives: Company policy prohibits hedging and derivative transactions by directors unless approved by the Compliance Officer; trades must be pre-cleared .
- Pledging: No pledging disclosures for Lucas in the proxy .
Governance Assessment
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Strengths
- Independent director with deep BD and partnering experience; adds non-overlapping skills to a scientifically heavy board .
- Elevated to Audit Committee Chair in March 2025, signaling engagement and trust; committee met 4 times in 2024; board met 6 times; independent directors held 3 executive sessions, supporting oversight quality .
- Director equity now more material post-December 2024 (annual 50,000 options), improving alignment with shareholder outcomes, while cash chair retainers trimmed—more at-risk exposure for directors .
-
Watch items
- Audit Chair is not the designated “financial expert” (that’s Mr. Coughlin); while compliant, investors might prefer audit chairs with explicit financial expert designation .
- Personal ownership is modest (<1% beneficial ownership), typical for small-cap biotech directors but limits “skin-in-the-game” optics; options outstanding provide upside leverage .
- Company-wide equity overhang expected to rise to ~17.5% if 2015 Stock Plan share increase is approved; requires continued discipline from Compensation Committee and Audit Committee oversight to avoid dilution creep .
-
Conflicts/related-party exposure
- No related-person transactions disclosed since 1/1/2023; Audit Committee reviews related-party transactions under a formal policy—low apparent conflict risk despite Lucas’s extensive external network .
-
Attendance/engagement
- Met ≥75% attendance threshold at board/committee meetings; attended the 2024 annual meeting (all but Mr. Clarke did), indicating engagement .