Tina S. Nova
Aurinia PharmaceuticalsAbout Tina S. Nova
Tina S. Nova, Ph.D. (age 71) was elected as an independent director of Aurinia Pharmaceuticals Inc. on May 15, 2025. She is a veteran life sciences and molecular diagnostics executive with nearly four decades of operating leadership, IPO execution, and M&A outcomes, including CEO roles and senior general management at Illumina and multiple diagnostics companies. Her education includes a B.S. in Biological Sciences (UC Irvine), a Ph.D. in Biochemistry (UC Riverside), and post-doctoral research at New York University Medical Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Decipher Biosciences, Inc. | President & CEO | 2018–2021 | Led urologic cancer diagnostics; acquisition by Veracyte for $600M (2021) |
| Veracyte, Inc. | President | 2021–2023 | Senior leadership post-acquisition integration |
| Molecular Stethoscope, Inc. | President & CEO | 2015–2018 | Early-stage liquid biopsy leadership |
| Illumina, Inc. | EVP & General Manager | 2014–2015 | Senior general management in genomics |
| Genoptix, Inc. | President & CEO | 2000–2014 | IPO (2008) and sale to Novartis for $330M (2011) |
| Hybritech; Selective Genetics; Nanogen | Various roles | 1984–2000 | Product dev., R&D, operations across multiple biotech firms |
External Roles
| Company | Exchange | Role | Committees/Impact |
|---|---|---|---|
| Exagen Inc. | NASDAQ: XGN | Director | Not disclosed in AUPH proxy |
| Azenta Inc. | NASDAQ: AZTA | Director | Not disclosed in AUPH proxy |
Board Governance
- Status and election: Nova was elected to the AUPH Board at the 2025 Annual Meeting; votes cast: For 60,967,841; Withheld 15,952,864; Broker Non-Votes 16,871,274 .
- Independence: AUPH states all nominees except the CEO are independent; Nova is listed as independent under applicable Nasdaq/Canadian rules .
- Committee assignments: The proxy enumerates Audit (Chair Craig Johnson), Compensation (Chair Jeffrey A. Bailey), and Governance & Nomination (Chair Kevin Tang); Nova’s committee assignments were not specified at the time of the proxy and 8‑K reporting .
- Board leadership: Independent Chair (Kevin Tang) with separation of Chair/CEO roles .
- Attendance context: In 2024 the Board met 22 times; each incumbent attended at least 75%. Independent directors held six executive sessions in 2024 .
| Item | Detail |
|---|---|
| Election date | May 15, 2025 |
| Independence | Independent director |
| Committees | Not disclosed for Nova as of proxy/8‑K |
| Board Chair | Kevin Tang (Independent) |
| 2024 Board activity | 22 meetings; 6 independent sessions |
Fixed Compensation
| Component | Policy amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $45,000 | Paid quarterly in USD |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Governance $10,000 | 2024 policy |
| Committee member retainers | Audit $10,000; Compensation $7,500; Governance $5,000 | 2024 policy |
| Chair of the Board retainer | $0 (current Chair waived) | 2024 policy (prior Chair $80,000) |
| Meeting fees | Not disclosed | No separate per-meeting fees disclosed |
Note: Kevin Tang waived all director compensation; Nova’s 2025 cash compensation will follow policy, but specific payments/grants for Nova were not disclosed in 2025 filings .
Performance Compensation
| Equity element | Policy detail | Vesting/terms |
|---|---|---|
| Annual equity grant (directors) | $200,000 equivalent | RSUs vest 100% at first anniversary; options 10-year term, 12-month vest |
| New director onboarding equity | $340,000 equivalent | Same vesting framework (RSUs 1-year; options 10-year) |
| Performance metrics for directors | None disclosed | Director equity described as time-based RSUs/options; no performance conditions disclosed |
Company-wide program change (context): As of 2025, employees receive only performance awards and stock options; time-vested RSUs are no longer granted to employees. This redesign strengthens pay-for-performance alignment but does not specify changes to director equity .
Other Directorships & Interlocks
| Company | Sector | Potential interlock/consideration |
|---|---|---|
| Exagen Inc. (XGN) | Diagnostics | No AUPH-related transactions disclosed; monitor for related-party exposure |
| Azenta Inc. (AZTA) | Biotech tools/storage | No AUPH-related transactions disclosed |
Expertise & Qualifications
- Deep diagnostics/biotech operating leadership; IPO and M&A execution (Decipher $600M sale; Genoptix IPO, $330M sale) .
- Broad functional expertise: product development, lab operations, R&D, commercialization, sales/marketing, managed care, HR .
- Recognitions: WEDO Women Entrepreneur’s Pioneer Award, EY Entrepreneur of the Year (Life Sciences), Athena Health Lifetime Achievement; patents and publications .
- Education: B.S. UC Irvine; Ph.D. UC Riverside; post-doc at NYU Medical Center .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (AUPH) | Not disclosed for Nova in 2025 proxy ownership table |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Stock ownership guidelines | Directors must hold 3x annual retainer; measured annually; Qualifying Shares include owned shares and unvested RSUs (excludes options/performance awards) |
| Compliance status | Not disclosed for Nova |
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Say-on-Pay: For 58,851,313; Against 17,180,345; Abstain 889,047; Broker Non‑Votes 16,871,274 .
- Governance refresh: Board reduced from nine to six; four of six nominees new in past year (including Nova); new committee chairs appointed; intended to improve efficiency and governance .
- Equity plan amendment: Shareholders approved increase of plan shares by 6,000,000; employee awards redesigned (performance awards and options only) .
Governance Assessment
-
Positives:
- Strong operating and transaction track record across diagnostics and genomics; useful for AUPH’s commercial scaling and pipeline prioritization .
- Independent director cadre and independent Chair strengthen oversight and accountability .
- Governance refresh and committee chair reconfiguration signal responsiveness to shareholder feedback .
-
Watch items:
- Committee assignments and specific governance responsibilities for Nova not yet disclosed; monitor post‑election committee placements for alignment with her expertise .
- Director-specific equity grants/ownership not disclosed; track Form 4s and proxy updates for alignment with ownership guidelines (3x retainer) .
- Maintain vigilance for any interlocks or related‑party transactions involving Exagen or Azenta; none disclosed since Jan 1, 2024 .
-
Policies reducing risk:
- Hedging/pledging prohibitions for insiders .
- Updated clawback policy (Nov 22, 2023) in line with SEC/stock exchange rules .
- Majority voting policy for director elections .
RED FLAGS (none currently disclosed):
- No related‑party transactions disclosed involving Nova .
- No sanctions, bankruptcies, or penalties reported for Nova per nominee disclosures .
- No share pledging permitted under Insider Trading Policy .
Director Election Results (Investor Confidence Signal)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Tina S. Nova | 60,967,841 | 15,952,864 | 16,871,274 |
Committee Structure (Context)
| Committee | Members | Chair |
|---|---|---|
| Audit Committee | Johnson, Bailey, Tang | Craig Johnson |
| Compensation Committee | Bailey, Johnson, Tang | Jeffrey A. Bailey |
| Governance & Nomination Committee | Bailey, Johnson, Tang | Kevin Tang |
Note: Nova’s committee assignments were not detailed in the proxy/8‑K; monitor future filings for updates .