Owen Hughes
About Owen Hughes
Owen Hughes (age 50) is an independent Class I director of C4 Therapeutics (CCCC), serving since November 2023 with his current term expiring at the 2027 annual meeting. He is Chief Executive Officer and a director at Xoma Royalty Corp and brings capital markets and biopharma operating experience; he holds a B.A. in History from Dartmouth College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sail Bio, Inc. | Chief Executive Officer; Executive Chairman | Feb 2022 – Feb 2024 | Led a privately held biotech; executive chair role concurrent with CEO tenure |
| Cullinan Oncology, Inc. | Co-founder; Chief Executive Officer | Sep 2017 – Oct 2021 | Built and led a publicly traded oncology company |
| Intarcia Therapeutics, Inc. | Chief Business Officer; Head of Corporate Development | Feb 2013 – Aug 2017 | Corporate development leadership in diabetes-focused biotech |
| Brookside Capital (Bain Capital) | Investor | Prior years (part of 16 years on Wall Street) | Buy-side investing background |
| Pyramis Global Advisors (Fidelity) | Investor | Prior years (part of 16 years on Wall Street) | Buy-side investing background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xoma Royalty Corp | Chief Executive Officer; Director | Current | Public royalty aggregator; potential transactional interlocks to monitor |
| Ikena Oncology, Inc. | Director | Dec 2022 – present | Public oncology company; industry overlap with C4 |
| Radius Health, Inc. | Director | Apr 2013 – Aug 2022 | Public biopharma, sold to Gurnet Point/Patient Square |
| Translate Bio, Inc. | Director | Jul 2016 – Sep 2021 | Public mRNA therapeutics; acquired by Sanofi |
| FS Development Corp II | Director | Feb 2021 – Dec 2021 | SPAC sponsored by Foresite Capital |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Hughes is independent under Nasdaq and SEC rules .
- Committee assignments:
- Audit Committee member; AC met eight times in 2024; chair is Utpal Koppikar (audit committee financial expert) .
- Nominating & Corporate Governance Committee: Hughes will join the NCGC as a member effective upon the June 18, 2025 annual meeting; NCGC met seven times in 2024 and is chaired by Ronald Cooper .
- Attendance and engagement:
- Full Board met seven times in 2024; each director attended/participated in at least 75% of aggregate board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Board structure and leadership:
- Classified board; Chair separate from CEO (Chair: Ronald Cooper) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (cash or shares) | $47,500 | Based on policy: Board retainer $40,000; Audit Committee member retainer $7,500 |
| Board Retainer (policy, Mar 2025) | $40,000 | Payable quarterly; directors may elect unrestricted shares in lieu of cash |
| Audit Committee Member Retainer (policy) | $7,500 | Chair retainer $15,000 |
| NCGC Member Retainer (policy) | $5,000 | Chair retainer $10,000 |
Performance Compensation
| Equity Element | Grant/Outstanding | Vesting | Valuation/Notes |
|---|---|---|---|
| 2024 Option Awards (grant-date fair value) | $131,625 | Annual director options in 2024: 32,500 shares; 2025 policy set annual at 35,500 shares vesting by earlier of 1 year or next annual meeting | |
| Options Outstanding (12/31/2024) | 84,500 options | Outstanding aggregation as of year-end | |
| Initial Director Option (policy) | 65,000 shares (2024 cohort) | 33% at 1-year anniversary; remainder vests quarterly over next 2 years | |
| Annual Director Option (policy, 2025) | 35,500 shares (cap $650k fair value) | Vests by earlier of 1 year or next annual meeting |
No director PSUs/RSUs or performance-based equity are disclosed for non-employee directors; equity compensation is time-based options under the Non-Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company | Relationship to C4 | Potential Interlock/Conflict Considerations |
|---|---|---|
| Xoma Royalty Corp | Unrelated; royalty aggregator | Monitor for transactions where Xoma holds economic interests in C4 counterparties or competitors (no related-party transactions disclosed) |
| Ikena Oncology, Inc. | Industry overlap (oncology) | C4’s CMO previously at Pionyr (acquired by Ikena); no related-party transactions disclosed with Ikena |
Expertise & Qualifications
- Executive leadership in public and private biopharma and capital markets; board matrix flags audit/financial expertise and public company governance for Hughes .
- Sector experience across oncology and biotech corporate development; former Wall Street investor roles provide capital markets perspective .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of 4/22/2025) | Less than 1% of shares outstanding | |
| Options Exercisable within 60 days | 58,370 shares | |
| Options Outstanding (12/31/2024) | 84,500 options | |
| Hedging/Pledging | Prohibited by Insider Trading Policy (short sales, derivatives, margin pledging) |
Governance Assessment
- Strengths: Independent director with audit/financial expertise; active Audit Committee member; joining NCGC enhances board refresh and governance oversight; robust insider trading policy (prohibits hedging/pledging) and executive clawback policy; directors excluded from 2024 option repricing—positive signal on governance discipline .
- Compensation alignment: Director pay structure balanced (cash retainer plus time-based options), with ability to take equity in lieu of cash; no performance-based director equity—limits pay-for-performance signals but aligns through ownership incentives .
- Attendance and engagement: Board and committees met frequently; directors met the 75%+ threshold; annual meeting attendance strong—supports board effectiveness .
- Conflicts/Related parties: No related-party transactions disclosed involving Hughes; policy requires AC review/approval of any such transactions; continue monitoring Xoma/Ikena intersections and any royalty or collaboration transactions that could present perceived conflicts .
- Risk indicators: No legal proceedings disclosed for directors; Section 16 compliance generally timely in 2024 (exception noted for CAO, not Hughes); Say-on-Pay support ~74% in 2024 indicates moderate shareholder alignment, and board responded by removing option repricing without shareholder approval—constructive governance response .
RED FLAGS: None disclosed specific to Hughes. Monitor for potential interlocks with Xoma royalty interests and Ikena given industry overlap; ensure continued adherence to related-party policy and independence standards .