Elizabeth Faust, Ph.D.
About Elizabeth Faust, Ph.D.
Independent director of Biomea Fusion (BMEA) since June 2022; age 60 as of the record date (April 14, 2025). Scientific operator and medical affairs executive with prior senior roles at Celgene, Pharmacyclics (acquired by AbbVie), Kite Pharma (Gilead), and EVP role at Tricida; currently principal/owner of Faust Consulting LLC (since Jan 2018) . Class I director nominee for election at the June 11, 2025 annual meeting; board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Faust Consulting LLC | Principal and Owner | Jan 2018–present | Biotech/pharma consulting |
| Tricida, Inc. (Nasdaq: TCDA) | Executive Vice President | Dec 2019–Aug 2020 | Senior operating executive at public pharma |
| Kite Pharma (Gilead) | Vice President, Medical Affairs | Jan 2016–Jul 2018 | Built/commercial medical affairs at cell therapy leader |
| Pharmacyclics (acquired by AbbVie) | Vice President, Medical Affairs | Mar 2013–Nov 2015 | Hem/Onc medical affairs (Imbruvica era) |
| Celgene (acquired by Bristol-Myers Squibb) | VP, Clinical Research Sciences | Prior to 2013 (dates not listed) | Clinical research leadership at large-cap biotech |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| — | — | The proxy does not disclose any current public company directorships for Dr. Faust . |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCG); the committee is chaired by Sumita Ray; other members: Bihua Chen .
- Independence: Board determined all directors except Interim CEO Michael J.M. Hitchcock and President/COO Rainer Erdtmann are independent; Dr. Faust qualifies as independent .
- Attendance: Board met 3 times in 2024; each director attended at least 75% of board and assigned committee meetings; NCG met once; Audit met 5 times; Compensation met 2 times .
- Board leadership: Lead Independent Director is Eric Aguiar, M.D. (since March 2025); chair role vacant post-March 2025 CEO transition .
- Audit committee compliance note: As of March 25, 2025, audit had two members due to Dr. Hitchcock’s departure to serve as Interim CEO; company intends to restore three-member compliance by Sept 21, 2025 (Nasdaq cure period) .
- Say-on-Pay: As an emerging growth company, BMEA is not required to conduct say‑on‑pay votes yet .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees | Total Cash ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 35,000 | 4,000 (NCG member) | None disclosed | 39,000 | Cash paid to Faust Consulting LLC |
Policy detail (for context): Non-employee director retainer $35,000; NCG member $4,000; NCG chair $8,000; Audit member $7,500/Audit chair $15,000; Compensation member $5,000/Comp chair $10,000; Lead Independent Director $15,000 .
Performance Compensation
| Year | Equity Type | Grant Value ($, grant-date fair value) | Vesting | Change-in-Control Treatment | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | Stock Options | 184,996 | Annual grant sized to ~$185k Black‑Scholes value; vests in full by first anniversary/next AGM, subject to service | Director equity vests in full immediately prior to a change in control | None disclosed (time-based vesting) |
Policy detail (for context): Initial option grant sized to ~$360k Black‑Scholes value (36-month monthly vesting); annual option grant sized to ~$185k (one-year vest); both accelerate on change in control; employee directors receive no director comp .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Faust .
- Prior executive roles at public companies (not board seats): Tricida (EVP), Kite/Gilead (VP), Pharmacyclics (VP), Celgene (VP) .
- Related party/interlocks: Director cash fees were directed to Faust Consulting LLC; no related-party transactions >$120,000 disclosed since Jan 1, 2024; audit committee oversees related-party approvals .
Expertise & Qualifications
- Education: B.S. Microbiology (Auburn), M.A. Biology (UC Riverside), Ph.D. Microbiology & Molecular Genetics (UCLA) .
- Core credentials: Deep medical affairs/clinical development leadership across large-cap and mid-cap biopharma; strong scientific background aligned with BMEA’s therapeutic focus .
Equity Ownership
| Holder | Form of Ownership | Amount | % Outstanding | Notes |
|---|---|---|---|---|
| Elizabeth Faust, Ph.D. | Options exercisable within 60 days (beneficial ownership basis) | 51,473 | <1% | As of March 31, 2025 |
| Elizabeth Faust, Ph.D. | Total option grants outstanding (exercisable + unexercisable) | 103,769 | — | As of Dec 31, 2024 |
Additional alignment policies:
- Hedging/pledging prohibited for non-employee directors; short sales and derivatives also prohibited .
- No director stock ownership guidelines disclosed in the proxy .
Governance Assessment
Key findings
- Independence and fit: Faust is an independent director with relevant scientific and medical affairs expertise; serves on NCG, a core governance committee overseeing board composition, succession, and governance standards .
- Engagement: Board met 3 times in 2024; all directors, including Faust, met the 75%+ attendance threshold; NCG met once in 2024, consistent with a small-cap biotech cadence .
- Pay and alignment: Director pay skews toward equity via options (~$185k grant-date value) with modest cash retainers ($39k for Faust in 2024), aligning incentives to long‑term value creation; equity is time-based (no performance metrics) with standard CIC acceleration .
- Ownership: Faust’s beneficial ownership is primarily via vested options (<1% of shares), typical for newer directors; no pledging/hedging allowed under policy .
- Conflicts/related parties: No related-party transactions involving Faust above SEC thresholds; cash fees paid to Faust Consulting LLC are administrative and not a related-party transaction under Item 404 thresholds .
Signals and implications for investor confidence
- Positive signals: Independent status; relevant biopharma operating experience; equity-heavy director comp; compliance with insider trading/hedging restrictions; consistent attendance .
- Watch items: Board-level audit committee vacancy (cure period in place through Sept 21, 2025) merits monitoring but is not tied to Faust’s committees; absence of disclosed director stock ownership guidelines is a minor governance gap for alignment optics .
- No red flags specific to Faust identified: No low attendance, no related-party transactions, no hedging/pledging, no public legal proceedings disclosed .
RED FLAGS
- None specific to Dr. Faust disclosed in the proxy. Board-level audit committee under-staffing is a temporary compliance issue under cure period; Faust is not on the audit committee .