Joanne Waldstreicher
About Joanne Waldstreicher
Joanne Waldstreicher, M.D., age 65, is an independent Class II director of Structure Therapeutics Inc. (ticker: GPCR) and has served on the Board since December 2022 . She was Chief Medical Officer at Johnson & Johnson (2012–2023), with prior senior roles at Janssen and in global drug development, and earlier oversaw endocrinology and metabolism clinical research at Merck; she holds a B.A. in Chemistry from CUNY Brooklyn College and an M.D. from Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Chief Medical Officer | Dec 2012–Apr 2023 | Led enterprise medical strategy, clinical development and regulatory affairs oversight |
| Janssen (J&J) | Chief Medical Officer & Head, Asia Pacific Medical Science | 2011–2012 | Regional medical leadership and scientific oversight |
| Johnson & Johnson | SVP, Head, Global Drug Development | 2007–2009 | Global drug development strategy |
| Merck Research Laboratories | Oversaw endocrinology & metabolism clinical research | Prior to 2002 | Therapeutic area clinical research leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton Dickinson & Co. (NYSE: BDX) | Director | Current | Board-level oversight at global medtech company |
| NYU School of Medicine (Division of Medical Ethics) | Faculty Affiliate | Current | Medical ethics scholarship and advisory |
| Galapagos Pharmaceuticals | Independent Consultant | Current | Scientific/clinical advisory (consulting) |
| i‑Cubed (affiliated with Duke Clinical Research) | Independent Advisor | Current | Clinical research advisory |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member and Chair of the Research & Development (R&D) Committee .
- Independence: The Board affirmatively determined Dr. Waldstreicher is independent under Nasdaq listing standards .
- Attendance: In 2024, the Board met 7 times; Audit 4; Compensation 4; R&D 1; Nominating acted by written consent; no director attended fewer than 75% of their meetings .
- Executive sessions: Independent director executive sessions are regularly scheduled, typically at each regular Board meeting .
| Governance Item | Details |
|---|---|
| Board Chair | Daniel Welch, independent non-executive Chair |
| Risk oversight | R&D Committee oversees clinical development and IP strategy risks; Audit oversees controls and cybersecurity; Compensation oversees talent and succession; Nominating oversees ESG and governance |
| Committee membership (2024) | Waldstreicher: Nominating (member), R&D (Chair) |
| Attendance (2024) | No member <75% attendance; Board 7; Audit 4; Compensation 4; R&D 1; Nominating 0 (written consents) |
Fixed Compensation
- Non-employee director cash structure (policy): Annual cash retainer $45,000; committee membership retainers effective Mar 15, 2024 — Audit $10,000; Compensation $7,500; R&D $7,500; Nominating $5,000; committee chair retainers — Audit $20,000; Compensation $15,000; R&D $15,000; Nominating $10,000 .
- Actual cash earned (2024): $62,500 for Dr. Waldstreicher .
| Component | Amount |
|---|---|
| Annual cash retainer (policy) | $45,000 |
| Committee membership retainers (policy) | Audit $10,000; Compensation $7,500; R&D $7,500; Nominating $5,000 (effective Mar 15, 2024) |
| Committee chair retainers (policy) | Audit $20,000; Compensation $15,000; R&D $15,000; Nominating $10,000 (effective Mar 15, 2024) |
| Fees earned in cash (2024 actual) | $62,500 |
Performance Compensation
- Equity design (policy): Directors receive initial and annual stock option grants; annual option vests in 12 equal monthly installments; options have 10-year term; change-in-control triggers full vesting for director options; exercise price set at fair market value on grant date .
- 2024 equity received: Option Awards (grant-date fair value) $402,168; options outstanding at 12/31/2024: 117,498 ordinary shares .
| Equity Item | Detail |
|---|---|
| 2024 Option Awards (fair value) | $402,168 |
| Options outstanding (12/31/2024) | 117,498 ordinary shares |
| Vesting schedule (annual grant) | 12 equal monthly installments |
| Option term and CIC treatment | 10-year term; full vesting upon change in control; post-termination exercise period 12 months (non-cause/death) |
| Exercise price policy | Fair market value on grant date (ADS FMV; each ADS = 3 ordinary shares) |
Other Directorships & Interlocks
| Company | Relationship to GPCR | Interlock/Transaction Disclosure |
|---|---|---|
| Becton Dickinson & Co. | No disclosed transactions with GPCR | No related person transactions reported involving Dr. Waldstreicher – |
| Galapagos Pharmaceuticals (consulting) | No disclosed transactions with GPCR | No related person transactions reported involving Dr. Waldstreicher – |
| i‑Cubed (advisor) | No disclosed transactions with GPCR | No related person transactions reported involving Dr. Waldstreicher – |
Expertise & Qualifications
- Pharmaceutical executive experience spanning clinical development, drug development strategy, and regulatory affairs (J&J Chief Medical Officer; earlier Janssen and global drug development roles; Merck endocrinology/metabolism) .
- Current medtech and academic ethics roles (BDX director; NYU Division of Medical Ethics faculty affiliate), supporting oversight of clinical/medical risks and R&D strategy at GPCR .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (ordinary shares) | 98,805 (less than 1%) |
| Equivalent ADSs | 32,935 ADSs |
| Components of beneficial ownership | 98,805 ordinary shares underlying options exercisable within 60 days |
| Options outstanding (12/31/2024) | 117,498 ordinary shares |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
- Board effectiveness: Independent director and R&D Committee Chair, bringing deep clinical and regulatory expertise aligned with GPCR’s pipeline; committee mandates cover R&D risks, IP strategy, and resource allocation .
- Engagement: No director fell below 75% attendance; the R&D Committee met and the Board maintained regular executive sessions of independent directors, supporting robust oversight .
- Alignment and incentives: Cash fees are modest relative to equity, with annual option grants vesting monthly and full acceleration on change-in-control; hedging and pledging are prohibited, mitigating misalignment risk .
- Conflicts/related-party exposure: No related person transactions disclosed involving Dr. Waldstreicher; her external consulting/advisory roles are noted, but no GPCR transactions are reported with those entities, reducing conflict risk signals –.
- Signals to investor confidence: Professional pedigree (J&J CMO; BDX board) and independent status support governance quality; committee leadership in R&D is aligned with GPCR’s strategic priorities, enhancing oversight of clinical execution .