June Lee
Eledon PharmaceuticalsAbout June Lee
June Lee, M.D., age 59, has served as an independent director of Eledon Pharmaceuticals since December 2020. She chairs the Science and Technology Committee and serves on the Compensation and Nominating & Corporate Governance Committees. Dr. Lee is a physician–executive with senior leadership experience in drug development (Genentech, MyoKardia), academia (UCSF), and venture (5AM Ventures), and holds a B.S. in Chemistry from Johns Hopkins University, an M.D. from UC Davis, and completed internal medicine and pulmonary/critical care training at UCLA and UCSF .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MyoKardia, Inc. | Chief Development Officer & Chief Operating Officer | Jan 2017 – Jun 2020 | Built and led development organization; contributed to $13.1B acquisition by Bristol Myers Squibb in Nov 2020 . |
| UCSF School of Medicine | Professor of Medicine; Director, Translational Research; Founding Chair, UC Drug, Device, Discovery & Development Group | Apr 2011 – Jan 2017 | Built Catalyst accelerator for early-stage technologies across therapeutics, devices, diagnostics, and digital health . |
| Genentech | Therapeutic Area Head, Early Clinical Development (CV/metabolism/respiratory/infectious diseases) | Mar 2004 – Apr 2011 | Led early clinical development across multiple therapeutic areas . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| 5AM Ventures | Venture Partner | Current | Life science venture capital . |
| ElevAAte Biotech (non-profit) | Co-founder | Current | Focused on East Asian American leadership in biotech/pharma . |
| Tenya Therapeutics, Inc. | Director | Current | Public company directorship . |
| Abivax | Director | Current | Public company directorship . |
| GenEdit | Director | Current | Company board role (private) . |
| CinCor Pharma, Inc. | Director (prior) | Until acquisition (Mar 2023) | Company acquired by AstraZeneca in Mar 2023 . |
| Johns Hopkins University Center for Therapeutic Translation | Advisory Board member | Current | Advisory capacity . |
| Foresite Labs | Scientific Advisory Board member | Current | Advisory capacity . |
Board Governance
- Independence: The Board determined Dr. Lee is independent under Nasdaq Rule 5605(a)(2). She meets enhanced independence standards for the Compensation Committee (Rule 5605(d)(2)) .
- Attendance: Board met five times in FY 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Leadership: Eledon separates CEO and Chair roles; Chair is independent, so no Lead Independent Director. Independent directors meet in executive session at least twice per year .
| Committee | Membership | Chair | FY 2024 Meetings |
|---|---|---|---|
| Science & Technology | Member | Yes | 4 meetings . |
| Compensation | Member | No | 5 meetings . |
| Nominating & Corporate Governance | Member | No | 4 meetings . |
Fixed Compensation
- Non-employee director cash retainers (2024 policy): Board member $43,680; Audit member $10,920 / chair $21,840; Compensation member $8,190 / chair $16,380; Nominating member $5,460 / chair $10,920; Science & Technology member $8,190 / chair $16,380 .
- June Lee’s 2024 cash fees totaled $73,710; no option awards in 2024 .
| Component | Amount ($) | Notes |
|---|---|---|
| Board member retainer | 43,680 | Standard annual retainer . |
| Science & Technology chair retainer | 16,380 | Chair premium . |
| Compensation Committee member retainer | 8,190 | Committee membership . |
| Nominating & Corporate Governance Committee member retainer | 5,460 | Committee membership . |
| Total cash fees (FY 2024) | 73,710 | As disclosed; no option awards granted in 2024 . |
Performance Compensation
- Equity policy: Initial grant of 150,437 stock options vesting ratably over two years; annual director grant of 20,000 options vesting after one year. No director options were awarded in 2024; in May 2023, additional two-year vesting options were issued to then-serving directors tied to the 2023 Securities Purchase Agreement .
- Outstanding options (as of Dec 31, 2024): June Lee held 230,437 outstanding and unexercised options .
- 2025 grants (Form 4): On Jan 10, 2025, June Lee was granted 30,870 stock options at $4.04 (100% vest on Jan 10, 2026; expire Jan 10, 2035) and 3,430 RSUs (100% vest on Jan 10, 2026) .
| Grant Date | Instrument | Shares | Exercise/Conversion Price | Vesting | Expiration | Ownership Form |
|---|---|---|---|---|---|---|
| May 2023 (program-wide) | Stock options | As applicable per director | N/A | Two-year vest; additional awards tied to 2023 SPA | N/A | N/A . |
| 12/31/2024 (status) | Stock options (outstanding) | 230,437 | N/A | N/A | N/A | N/A . |
| 01/10/2025 | Stock options | 30,870 | $4.04 | 100% on 01/10/2026 | 01/10/2035 | Direct |
| 01/10/2025 | RSUs | 3,430 | N/A | 100% on 01/10/2026 | N/A | Direct |
No performance metrics (e.g., TSR or EBITDA) are tied to director equity; director grants vest on time-based schedules .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict Note |
|---|---|---|---|
| Tenya Therapeutics, Inc. | Director | Public | No Eledon-related transactions disclosed . |
| Abivax | Director | Public | No Eledon-related transactions disclosed . |
| GenEdit | Director | Private | No Eledon-related transactions disclosed . |
| CinCor Pharma, Inc. (prior) | Director | Public (acquired Mar 2023) | No Eledon-related transactions disclosed . |
| 5AM Ventures | Venture Partner | Private | Not listed among Eledon 5% holders; no transactions disclosed . |
Expertise & Qualifications
- Clinical and development leadership across CV/metabolism/respiratory/infectious diseases; built translational accelerators within academia; senior operating roles culminating in major M&A outcomes (BMS–MyoKardia) .
- Education: B.S. Chemistry (Johns Hopkins), M.D. (UC Davis); residency/fellowship training at UCLA and UCSF .
- Scientific and advisory credentials: roles with Johns Hopkins Center for Therapeutic Translation and Foresite Labs .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Shares Outstanding | Composition |
|---|---|---|---|
| June Lee, M.D. | 230,437 | * (less than 1%) | Options exercisable within 60 days counted per SEC rules . |
- Hedging/pledging: Company policy prohibits short sales, derivatives, and hedging/offsetting transactions for directors .
- Ownership guidelines: Not disclosed in proxy materials.
Insider Trades
| Date | Type | Security | Amount | Price | Vesting | Ownership |
|---|---|---|---|---|---|---|
| 01/10/2025 | Grant (Code A) | Stock Option | 30,870 | $4.04 | 100% on 01/10/2026 | Direct |
| 01/10/2025 | Grant (Code A) | RSUs | 3,430 | $0 | 100% on 01/10/2026 | Direct |
Governance Assessment
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Strengths
- Independent status with deep drug development expertise; chairs Science & Technology Committee and contributes to Compensation and Nominating governance .
- Solid engagement: Board/committee cadence indicates active oversight; Board met five times, S&T four, Compensation five, Nominating four; directors met attendance thresholds and attended annual meeting .
- Director pay structure is modest and aligned to industry norms, with chair/membership retainers and time-based equity; hedging/pledging prohibited, supporting alignment .
-
Watch items / potential red flags
- Low direct ownership (<1%) may signal limited “skin in the game”; however, outstanding options and 2025 grants provide equity exposure .
- Multiple external board and venture roles elevate potential conflict-of-interest risk if counterparties intersect with Eledon’s business; no related-party transactions involving Dr. Lee are disclosed, and the audit committee reviews related party transactions under a formal policy .
- No director equity grants in 2024 (policy change or pause) could modestly reduce ongoing pay-for-performance alignment vs. prior years; additional awards were granted in May 2023 and again in Jan 2025 per Form 4 .
Overall, June Lee presents as an effective, independent scientific overseer with multi-sector credentials; monitoring equity alignment and external overlaps remains prudent for investors focused on governance quality .