Samantha Truex
About Samantha Truex
Samantha Truex (age 54) is an independent director of Avalo Therapeutics and has served on the board since March 2024; she chairs the Nominating & Corporate Governance Committee and sits on the Compensation Committee. She is a seasoned biotech executive with ~30 years of industry experience, including CEO roles; she holds a B.A. in biology (Dartmouth), a B.E. in biomedical engineering (Thayer School at Dartmouth), and an MBA (Tuck School at Dartmouth). The Board affirmatively determined she is independent under Nasdaq standards; the Board met 12 times in 2024 and reported all directors attended at least 75% of Board and committee meetings, with independent directors holding executive sessions at least twice annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Upstream Bio, Inc. | Founding Chief Executive Officer | Oct 2021 – Mar 2024 | Led company formation and strategy |
| Quench Bio, Inc. | Chief Executive Officer | Aug 2018 – Mar 2021 | Built teams and advanced portfolio |
| Synlogic Therapeutics | Chief Operating Officer | — (prior to 2018 per narrative) | Operational leadership |
| Padlock Therapeutics, Inc. | Chief Business Officer | — | Corporate/business development |
| Biogen Inc. | Vice President, Corporate Development; Program Executive for FAMPYRA®, ELOCTATE™, ALPROLIX™ | — | Led BD transactions; program exec for marketed products |
| Genzyme; Chiron Diagnostics | Corporate Development roles | — | Corporate development |
| Health Advances | Consultant | — | Strategy consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Artios Pharma Limited | Board member | Since Jun 2022 | Current role |
| Hotspot Therapeutics, Inc. | Board member (prior) | — | Prior role |
| iPierian, Inc. | Board member (prior) | — | Acquired by Bristol Myers Squibb |
| True North Therapeutics | Board member (prior) | — | Acquired by Bioverativ Inc. |
| Thayer School of Engineering at Dartmouth | Chair, Board of Advisors | Current | Leadership/advisory |
| Life Science Cares | Board of Advisors | Current | Advisory role |
Board Governance
- Independence: The Board determined Ms. Truex is independent under Nasdaq and the company’s Corporate Governance Guidelines; Board found no disqualifying relationships among independent directors .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee chair (appointed chair June 4, 2024) .
- Committee engagement: Compensation Committee met 4 times (2024); Nominating & Corporate Governance met 2 times (2024) .
- Board activity and attendance: Board met 12 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent chairman (Michael Heffernan) since March 2025; roles of Chair and CEO are separated; independent directors hold executive sessions at least twice per year .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 (effective through Jun 30, 2024 and continuing after Jul 1, 2024 per policy) | Quarterly payments; no per-meeting fees |
| Committee chair/member fees | Nominating & Corporate Governance: $10,000 chair; $5,000 member. Compensation: $13,000 chair; $6,500 member. Audit: $20,000 chair; $10,000 member (effective Jul 1, 2024; prior amounts lower) | Quarterly payments |
| 2024 director cash actually paid (Ms. Truex) | $40,519 | 2024 total cash fees received |
Performance Compensation
| Equity Award | Grant/Structure | Vesting | 2024 Fair Value (Ms. Truex) |
|---|---|---|---|
| Initial stock options (non-employee directors) | 34,100 options (policy baseline) | Vest in three equal annual installments over three years | Included in 2024 mix below |
| Annual stock option grant | 17,050 options at each annual meeting; vests 100% on first anniversary | 1-year cliff | — |
| 2024 one-time equity (post policy amendment) | Total 34,100 shares split between options and RSUs at Board’s discretion | RSUs and options vest in three equal installments on Mar 28, 2025/2026/2027, subject to service | Options: $205,365; RSUs: $93,860; Total: $339,225 (sum equals option+stock fair values; total comp shown below) |
| 2024 director total (Ms. Truex) | Cash + equity | — | Total $339,744; Option Awards $205,365; Stock Awards $93,860; Cash $40,519 |
- Performance metrics tied to director compensation: None disclosed; equity awards for directors are time-based, not performance-conditioned .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Artios Pharma Limited; Hotspot Therapeutics; iPierian; True North Therapeutics; Thayer School of Engineering; Life Science Cares | Biopharma/private; advisory/non-profit | No related-party transactions disclosed involving Ms. Truex; Board’s independence review found no material disqualifying relationships . |
Expertise & Qualifications
- Deep biotech operating and transactional experience (CEO, COO, CBO roles) with program leadership for marketed products at Biogen (FAMPYRA®, ELOCTATE™, ALPROLIX™) .
- Extensive board and advisory experience across private biopharma and academic/non-profit institutions .
- Educational foundation spanning biology, biomedical engineering, and business (Dartmouth/Thayer/Tuck) .
Equity Ownership
| Holder | Total Beneficial Ownership | Breakdown | % of Shares Outstanding |
|---|---|---|---|
| Samantha Truex | 11,367 shares | 3,167 common shares; 8,200 options currently exercisable or exercisable within 60 days | <1% (indicated as “*Less than one percent.”) |
| Outstanding awards (12/31/2024) | — | 24,600 options; 9,500 RSUs held (counts outstanding awards at FY-end) | — |
- Shares pledged/hedging: Not disclosed for Ms. Truex; company insider trading policy strongly discourages hedging, short sales, options, and margin accounts for directors .
Governance Assessment
- Board effectiveness: Truex’s chair role on Nominating & Corporate Governance and membership on Compensation align with governance oversight and board refreshment; committee meeting frequencies (Comp: 4; Nominating: 2 in 2024) suggest active engagement .
- Independence and attendance: Independence affirmed; all directors met at least the 75% attendance threshold; independent executive sessions held at least twice yearly, supporting robust oversight .
- Alignment and incentives: Director pay is standard for small-cap biotech, with cash retainers plus time-based equity; 2024 introduced RSUs alongside options (lower risk than options), which can modestly reduce sensitivity to outperformance but improves retention in volatile markets .
- Conflicts/related party: No related-person transactions disclosed involving Ms. Truex; Board’s independence review found no material relationships that impair judgment .
- Risk indicators: No pledging/hedging disclosures for Ms. Truex; no legal proceedings or investigations noted for directors in proxy; standard indemnification agreements in place for directors .
RED FLAGS: None identified in filings for Ms. Truex. The use of time-based RSUs for directors (in 2024) modestly shifts equity mix toward guaranteed vesting versus options; common in sector but reduces pure performance linkage in director compensation .