Jennifer Lew
About Jennifer Lew
Independent director (Class III) at Boundless Bio (BOLD); age 52 as of April 25, 2025; on the board since January 2022. She is Executive Vice President and Chief Financial Officer of Annexon, Inc. (public) since June 2019; prior roles include CFO and SVP Finance at Aduro Biotech (2013–May 2019), finance roles at Dynavax (2004–2013) and QRS Corporation (2000–2004), and audit at Ernst & Young (1994–1999). She holds a B.A. in Economics/Accounting and Government from Claremont McKenna College and is a CPA (inactive). The board designates her an independent director and Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Audit (start of career) | 1994–1999 | Foundational public-company audit experience; CPA (inactive). |
| QRS Corporation | Finance roles | 2000–2004 | Public technology company finance experience. |
| Dynavax Technologies | Finance roles | 2004–2013 | Public biopharma finance leadership. |
| Aduro Biotech (merged with Chinook/Novartis) | SVP Finance; later CFO | 2013–May 2019 | Public-company CFO; transaction experience through merger. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Annexon, Inc. (public) | EVP & Chief Financial Officer | June 2019–present | Active operating CFO; no other public-company directorships disclosed for Ms. Lew. |
Board Governance
| Attribute | Details |
|---|---|
| Board class / Age / Service | Class III; age 52; director since Jan 2022. |
| Independence | Board affirms independence (all directors except CEO). |
| Committees | Audit Committee Chair; designated Audit Committee Financial Expert; member, Compensation Committee. |
| Attendance | Each director attended ≥75% of aggregate Board/committee meetings in 2024. |
| Audit Committee report | Signed by Audit Committee (Chair: Jennifer Lew). |
Fixed Compensation
| Component | 2024 Amount | Source |
|---|---|---|
| Fees earned/paid in cash (actual) | $51,250 | |
| Standard annual cash retainers (post-IPO program) | ||
| - Base director retainer | $40,000 | |
| - Audit Committee Chair retainer | $15,000 | |
| - Audit Committee member retainer | $7,500 | |
| - Compensation Committee member retainer | $5,000 | |
| - Nominating & Corporate Governance member retainer | $4,000 | |
| - Board Chair/Lead Independent additional retainer | $30,000 |
Notes:
- Pre-IPO: select directors previously received $25,000 cash retainer (and were granted options).
Performance Compensation
| Equity Element | Grant Date | Shares/Options | Exercise Price | Vesting | Fair Value/Notes |
|---|---|---|---|---|---|
| Non-employee director option grant (pre-IPO) | Feb 15, 2024 | 13,846 options | $8.19 | Equal monthly over 3 years | Part of pre-IPO director equity; time-based vesting. |
| IPO-related director option grant | Mar 2024 | 13,219 options | $16.00 | Equal monthly over 3 years | Time-based vesting; options under 2024 Plan. |
| 2024 option awards (reported fair value) | 2024 | — | — | — | $318,712 grant-date fair value; total director comp $369,962. |
| Ongoing annual director award (post-IPO program) | As adopted Mar 2024 | 13,500 options annually | — | Monthly over 12 months | Time-based; vest accelerates if annual meeting occurs earlier. |
| Amended program (effective Mar 27, 2025) | 2025 | 16,000 options annually; initial grant 32,000; Chair Award 8,000 | — | Time-based | Increased sizes vs. 2024 program. |
Performance metrics: No performance-based metrics disclosed for director compensation; director equity is time-vested options; Compensation Committee oversees clawback policy for executives (Nasdaq-compliant).
RED FLAG – Historical option repricing (pre-IPO): On June 13, 2023, the company repriced outstanding stock options held by certain directors including Ms. Lew to $0.21 (then fair value). While pre-IPO, option repricings can be a governance concern for some investors.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorships (current) | None disclosed for Ms. Lew. |
| Potential interlocks/conflicts | Proxy’s related-party transactions section does not disclose any Item 404 transactions involving Ms. Lew. |
Expertise & Qualifications
- CFO/Finance leadership at multiple public biopharmas; deep accounting/audit background; CPA (inactive).
- Audit Committee Financial Expert designation; chairs Audit Committee.
- Independent director; board confirms independence of all non-executive directors.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jennifer Lew | 35,725 | <1% | Consists entirely of options exercisable as of April 25, 2025 or within 60 days. |
Additional alignment policies:
- Hedging of company stock prohibited for directors, officers, and employees under Insider Trading Policy.
Governance Assessment
- Strengths:
- Independent Audit Committee Chair with “financial expert” designation (supports audit quality and risk oversight).
- Confirmed director independence; independent directors meet in executive session (without management).
- Attendance: met ≥75% requirement in 2024 (supports engagement).
- Formal clawback policy administered by Compensation Committee (Nasdaq/Dodd-Frank compliant).
- Hedging prohibition enhances alignment.
- Watch items / potential investor sensitivities:
- Historical option repricing for directors (June 2023) may be viewed unfavorably by some shareholders despite private-company context.
- Director pay is option-heavy (no RSUs disclosed), which can increase dilution and may encourage risk if options become underwater; 2024 option awards fair value $318,712; cash fees $51,250.
- As an Emerging Growth Company, BOLD is exempt from say‑on‑pay advisory votes for a period; reduced external feedback loop on compensation in near term.
Say‑on‑Pay & Shareholder Feedback
- Emerging Growth Company (EGC) status provides exemptions from holding a nonbinding advisory vote on executive compensation at this stage; thus, no say‑on‑pay results disclosed to date.
Notes on Compensation Program Context (Directors)
- Post‑IPO non‑employee director compensation program: annual cash retainer $40,000; committee chair/member retainers as specified; initial/annual option grants; amended March 27, 2025 to increase award sizes.
- Pre‑IPO director compensation included $25,000 retainer and option grants (e.g., Feb 15, 2024 grants at $8.19; March 2024 grants at $16.00).
No additional related‑party transactions involving Ms. Lew were disclosed in the latest proxy; none of the risk or conflict indicators such as pledging, loans, or family relationships are disclosed for her.