Mitchell Chan
About Mitchell Chan
Mitchell Chan (age 44) has served as an independent director of Avalo Therapeutics since December 2021. He is a seasoned finance executive across life sciences: CFO/Chief Business Officer at ABio‑X Holdings (May–Oct 2023), Operating Partner at Catalio Capital (Jan 2022–Apr 2023), and CFO of Viela Bio where he oversaw its $3.1B sale to Horizon Therapeutics; earlier roles include Investor Relations Director at AstraZeneca North America and finance/M&A positions at Genentech and F. Hoffmann‑La Roche. He holds a B.S. in Biochemistry, an M.S. in Medical Biophysics, and an MBA from the University of Toronto (Rotman), with executive certifications from Stanford, UC Berkeley Haas, and Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABio‑X Holdings, Inc. | Chief Financial Officer & Chief Business Officer | May 2023 – Oct 2023 | Senior finance/operator at healthcare incubator |
| Catalio Capital Management, LP | Operating Partner | Jan 2022 – Apr 2023 | Venture investing in biomedical tech; portfolio support |
| Viela Bio, Inc. | Chief Financial Officer | Sep 2018 – Mar 2021 | Led $3.1B sale to Horizon Therapeutics |
| AstraZeneca North America | Director of Investor Relations | Prior to Viela (dates not specified beyond sequence) | Public market communications and investor strategy |
| Genentech & F. Hoffmann‑La Roche AG | Finance (bio‑oncology), R&D finance, M&A | Earlier career | Increasing responsibility across finance/M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed beyond Avalo . |
Board Governance
- Committee assignments (current): Audit Committee Chair; Compensation Committee member; not on Nominating & Corporate Governance Committee .
- Audit Committee composition: Chan (Chair), Dr. June Almenoff, Dr. Jonathan Goldman; Chan qualifies as an “audit committee financial expert” per SEC rules .
- Independence: Board determined Chan is independent under Nasdaq listing standards; affirmed alongside other independent directors .
- Attendance: Board met 12 times in 2024; all directors attended at least 75% of Board and committee meetings for their service period; Audit Committee met 5 times; Compensation Committee met 4 times .
- Appointment context: Chan was appointed Dec 1, 2021 pursuant to a Cooperation Agreement with Armistice Capital; simultaneously named Audit Chair and Comp Committee member; Board noted no related party transactions with Chan and confirmed independence (Nasdaq Rule 5605(a)(2), Rule 10A‑3) .
Fixed Compensation
| Component | Policy Through Jun 30, 2024 (Old) | Policy Effective Jul 1, 2024 (New) | Notes |
|---|---|---|---|
| Board Chair annual fee (if non‑employee) | $70,000 | $70,000; amended Mar 25, 2025 to $80,000 | Chair uplift in 2025 plus larger equity grants . |
| Non‑employee director annual fee | $40,000 | $40,000 | Paid quarterly; no per‑meeting fees . |
| Audit Committee Chair | $15,000 | $20,000 | Chan is Audit Chair . |
| Audit Committee member | $7,500 | $10,000 | — . |
| Compensation Committee Chair | $10,000 | $13,000 | — . |
| Compensation Committee member | $5,000 | $6,500 | Chan is member . |
| Nominating & Corp Gov Chair | $8,000 | $10,000 | — . |
| Nominating & Corp Gov member | $4,000 | $5,000 | — . |
| SATAC Chair | $15,000 | $15,000 | — . |
| SATAC member | $7,500 | $7,500 | — . |
| 2024 Cash Fees (actual) | — | — | Chan: $63,250 cash fees in 2024 . |
Performance Compensation
| Equity Component | Grant Size | Vesting | Valuation/Terms | 2024 Holdings (Year‑End) |
|---|---|---|---|---|
| Initial director stock options | 34,100 shares | 3 equal annual installments over 3 years | Service‑based vesting; 10‑year term; exercise price at grant date close . | — |
| Annual director stock options | 17,050 shares | 100% vest on first anniversary | Service‑based vesting; 10‑year term . | — |
| 2024 special annual equity (one‑time structure) | 34,100 total shares split between options and RSUs | 3 equal installments vesting on Mar 28, 2025/2026/2027 | Board discretion on mix; service‑based vesting . | Chan: Option awards held 24,656; RSUs held 9,500 at 12/31/2024 . |
| 2024 equity fair value (awarded) | — | — | Option Awards: $205,365; Stock Awards: $93,860 (ASC 718) . | — |
| Cash‑to‑options election | — | — | Directors may elect a portion of cash retainer into 10‑year options with Black‑Scholes/binomial fair value, priced at grant date . | — |
Other Directorships & Interlocks
- Cooperation Agreement with Armistice Capital led to Chan’s appointment (Armistice was a significant stockholder; its CIO/MD previously served on Avalo’s Board). Agreement also reshaped committee leadership and director composition; Armistice agreed to standstill and non‑disparagement provisions .
- No related‑party transactions with Chan; Board affirmed independence and absence of family relationships .
Expertise & Qualifications
- Finance, investor relations, M&A domain expertise across large‑cap and emerging biopharma (AstraZeneca, Genentech, Roche, Viela Bio) .
- Designated Audit Committee Financial Expert by the Board based on education and experience .
- Transaction leadership: CFO of Viela Bio during $3.1B sale to Horizon Therapeutics .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares held (direct) | 3,167 | As of Apr 22, 2025 . |
| Options exercisable within 60 days | 8,256 | Counted in beneficial ownership per SEC rules . |
| Total beneficial ownership | 11,423 | Less than 1% of 10,827,620 shares outstanding . |
| Options held (total at 12/31/2024) | 24,656 | Year‑end outstanding options count . |
| RSUs held (total at 12/31/2024) | 9,500 | Year‑end outstanding RSUs count . |
| Pledging/hedging | Strongly discouraged | Company Insider Trading Policy discourages short sales, options, hedging, margin accounts, speculative transactions . |
Governance Assessment
- Strengths: Independent director with deep finance background; designated audit financial expert; consistent committee leadership and engagement (Audit Chair; Compensation member); Board‑wide attendance thresholds met; robust related‑party policy/process with Audit Committee oversight; no related‑party transactions involving Chan .
- Pay structure signals: Modest cash retainers with increased committee chair/member fees effective July 2024; meaningful equity mix (options and RSUs) with service‑based vesting, plus optional cash‑to‑options election aligning director incentives with shareholder value .
- Potential red flags to monitor: Activism‑linked appointment via Armistice Cooperation Agreement (changed board composition/committee leadership); however, independence repeatedly affirmed and no Chan‑specific related‑party transactions disclosed .
- Board processes: Independent director executive sessions at least twice annually; clear risk oversight delineation across committees (Audit: financial/cybersecurity; Compensation: pay risk; Nominating: governance/composition) .
Overall, Chan’s profile indicates strong audit oversight and capital markets expertise with equity‑aligned director compensation; the activism‑related appointment is a notable context point but is mitigated by formal independence determinations and absence of related‑party ties.