Chandra Leo
About Chandra P. Leo
Independent Class II director at Monte Rosa Therapeutics (GLUE), serving since September 2020; age 53 as of March 31, 2025 . Investment Advisor at HBM Partners AG since 2007, with prior roles in medicine and venture capital; education includes M.D. (Freie Universität Berlin), M.B.A. (INSEAD), and M.A.S. in medicines development (University of Basel) . Determined independent under Nasdaq rules; serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HBM Partners AG | Investment Advisor (Private Equity team) | Since 2007 | Healthcare investing expertise |
| Stanford University | Postdoctoral scientist | 1997–2007 (part of the period) | Research background |
| University Hospital Leipzig | Physician | 1997–2007 (part of the period) | Clinical experience |
| Wellington Partners | Principal (venture capital) | 1997–2007 (part of the period) | VC investing in life sciences |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Fore Biotherapeutics Inc. | Director | Current; biotechnology company | Not disclosed |
| River 2 Renal Corp. | Director | Current; biotechnology company | Not disclosed |
| River 3 Renal Corp. | Director | Current; biotechnology company | Not disclosed |
| Gynesonics Inc. | Director | Prior; privately held medical device | Not disclosed |
| Galecto, Inc. | Director | Prior; biotechnology | Not disclosed |
| Longboard Pharmaceuticals, Inc. | Director | Prior; biopharmaceutical | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member (Chair: Christine Siu; members: Siu, Andrew Schiff, Chandra Leo). Audit Committee met 4 times in 2024 .
- Independence: Board determined all directors except CEO (Markus Warmuth) are independent, including Leo .
- Attendance: Board met 15 times in 2024; each director attended at least 75% of Board and assigned committee meetings; directors encouraged to attend annual meeting (all attended 2024 except Eric Hughes who joined later) .
- Board leadership: Non-executive Chair (Andrew Schiff); CEO/Chair roles separated; Board oversees risk through committees and full Board processes .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | $0 | Dr. Leo declined cash compensation for Board service |
| Committee membership fees | $0 | Dr. Leo declined cash compensation for Audit Committee service |
Director compensation policy (amended and restated June 2024):
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Board member retainer | $40,000 | Non-employee director |
| Non-executive Chair | +$30,000 | Additional to board retainer |
| Audit/Comp committee member | $7,500 | Non-chair |
| Audit/Comp committee chair | $15,000 | Chair premium |
| Nominating/Gov member | $4,000 | Committee established June 2024 |
| Nominating/Gov chair | $8,000 | Chair premium |
Directors may elect to receive retainers/fees in unrestricted shares; reasonable expenses reimbursed .
Performance Compensation
| Award Type | Grant Policy | Vesting | Change-of-control Terms |
|---|---|---|---|
| Initial option grant (new directors) | 44,200 shares | 36 equal monthly installments | 100% acceleration upon change in control |
| Annual option grant (continuing directors) | 22,100 shares | Vests in full on earlier of first anniversary or next annual meeting | 100% acceleration upon change in control |
2024 awards and holdings:
- Dr. Leo declined option awards in 2024; aggregate outstanding options: none as of 12/31/2024 .
- No director performance metrics tied to compensation disclosed; equity is time-based with change-in-control acceleration .
Other Directorships & Interlocks
| Counterparty | Relationship Type | Overlap/Interlock | Notes |
|---|---|---|---|
| HBM Partners portfolio/boards | External investing/directorships | None disclosed with GLUE suppliers/customers | No related-party transactions involving Leo reported since 1/1/2023 |
| GLUE major holders | Principal stockholders | Not listed for HBM | Major holders include NEA, T. Rowe, FMR, Baker Bros., BVF, Avoro, Versant, BlackRock, Vanguard |
Expertise & Qualifications
- Medical, scientific, and investment background spanning clinical practice, translational research, and healthcare private equity/VC .
- Degrees: M.D. (Freie Universität Berlin), M.B.A. (INSEAD), M.A.S. (University of Basel) .
- Audit Committee experience; Board deemed independent under Nasdaq and SEC rules .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Chandra P. Leo | — (none indicated) | <1% |
- Director stock options outstanding: none as of 12/31/2024 .
- Insider trading policy: prohibits short sales, derivatives, hedging, margin accounts, and pledging; Rule 10b5-1 plan governance in place .
- Clawback policy adopted Sept 27, 2023 per Dodd-Frank/SEC/Nasdaq standards; applies to incentive-based compensation after restatements .
Governance Assessment
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Strengths:
- Independence and Audit Committee service; Board/committee structures align with Nasdaq/SEC independence requirements .
- Engagement evidenced by Board/committee activity and ≥75% attendance; directors encouraged to attend annual meeting (Leo attended in 2024) .
- Robust insider trading prohibitions (no hedging/pledging) and clawback policy enhance alignment and accountability .
- Use of independent compensation consultant (Radford); independence assessed and no conflicts; provides director compensation input .
-
Watch items / potential red flags:
- Low “skin in the game”: no reported beneficial ownership and no outstanding options; while he declined director pay in 2024 (positive from cost standpoint), lack of equity stake may limit alignment with shareholder returns .
- External commitments (HBM investment role and multiple board seats) could present time-allocation or perceived conflict risks; however, no related-party transactions involving Leo were disclosed, and Audit Committee oversees related-person reviews .
-
Related-party/Conflict oversight: Audit Committee reviews related-person transactions; none reported since Jan 1, 2023 beyond capital markets offerings with institutional holders (no Leo involvement noted) .
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Board leadership and risk oversight are structured (separated Chair/CEO, committee-driven risk monitoring), supporting governance effectiveness .