Sharon Tetlow
About Sharon Tetlow
Sharon Tetlow, 65, is an independent director of Structure Therapeutics (ticker: GPCR), serving on the Board since March 2022 and currently chairs the Audit Committee; the Board has designated her as an “audit committee financial expert.” . She is Managing Partner of Potrero Hill Advisors (since January 2016) and holds a B.S. in Psychology from the University of Delaware and an MBA from Stanford University . In 2024, the Board determined she met Nasdaq independence standards; no director attended fewer than 75% of Board and committee meetings in 2024, indicating full engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DICE Therapeutics, Inc. (NASDAQ: DICE) | Director | 2020–2023 (acquired by Eli Lilly in 2023) | Public company board experience; industry M&A exposure |
| Catalyst Biosciences, Inc. (NASDAQ: CBIO) | Director | 2020–2022 (reverse merger in 2022) | Public company board experience; transaction exposure |
| Valneva SE (NASDAQ: VALN; EPA: VLA) | Director | 2020–2023 | Public company board experience |
| Altamont Pharma Acquisition Corp. (NASDAQ: ALTP) | Director | 2021–2022 | SPAC board experience |
External Roles
| Organization | Type | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Cessation Therapeutics, Inc. | Private biopharma | Director; Audit Committee member | Current | Audit committee service at private company |
| CXT Discovery | Non-profit biotech | Director | Since Sept 2024 | Non-profit governance |
| Potrero Hill Advisors | Advisory firm | Managing Partner | Since Jan 2016 | Strategic and operational finance advisory to life sciences |
Board Governance
- Independence: Board affirmed Ms. Tetlow is independent under Nasdaq standards; she also meets audit-committee-specific independence .
- Financial expertise: Board determined she qualifies as an Audit Committee Financial Expert; Audit Chair role includes oversight of audit firm independence, financial reporting, internal controls, and related-person transaction oversight .
- Meetings and attendance: 2024 meetings — Board (7), Audit (4), Compensation (4), R&D (1), Nominating (0, acted by consent); no director attended under 75% of applicable meetings .
- Audit Committee report: The Audit Committee (Tetlow, Dobmeier, Russell) recommended inclusion of the 2024 audited financials in the 10-K; report signed by “Sharon Tetlow, Chair” .
| Committee (2024) | Role | 2024 Meetings Held |
|---|---|---|
| Audit | Chair | 4 |
| Nominating & Corporate Governance | Member | 0 (matters handled at Board meetings; acted by written consent) |
Fixed Compensation
- 2024 director fees earned (cash): $70,000 for Ms. Tetlow .
- Policy (effective March 15, 2024): Annual cash retainer $45,000; committee member retainers — 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 .
- Non-executive Chair additional retainer: $179,000 (policy reference; not applicable to Tetlow) .
- Pro-ration: Retainers pro-rated if joining mid-quarter .
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash (2024) | $70,000 |
| Annual Director Cash Retainer (policy) | $45,000 |
| Audit Committee Chair Retainer (policy) | $20,000 (effective 3/15/2024) |
| Audit Committee Member Retainer (policy) | $10,000 (effective 3/15/2024) |
Performance Compensation
- 2024 equity grant value (options): $402,168 (grant-date fair value under ASC 718) .
- Equity vehicle and cadence (policy): Initial option to purchase 75,000 ordinary shares (25,000 ADSs) vesting in 36 equal monthly installments; annual option to purchase 37,500 ordinary shares (12,500 ADSs) on AGM date, vesting in 12 equal monthly installments; full vesting upon change in control .
- Option terms: 10-year term; 12-month post-termination exercise window for separations other than death or “cause” .
- Policy update (effective Jan 21, 2025): Value-based sizing — initial option targeted at $800,000 (cap 0.060% outstanding); annual option $400,000 (cap 0.030% outstanding); ADS count determined using 30-trading-day average price mechanism .
| Metric | Detail |
|---|---|
| 2024 Option Awards (fair value) | $402,168 |
| Initial Director Option (policy) | 75,000 ordinary shares; 36 monthly vesting |
| Annual Director Option (policy) | 37,500 ordinary shares; 12 monthly vesting; granted on AGM date |
| Option Term | 10 years |
| Post-Termination Exercise | 12 months (other than death or “cause”) |
| Change-in-Control | Director options vest in full |
| 2025 Policy Update | Initial: $800,000 target (≤0.060%); Annual: $400,000 (≤0.030%); pricing via 30-day average |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Notes |
|---|---|---|---|---|
| Cessation Therapeutics, Inc. | Private | Director | Audit Committee | Anti-opioid therapeutics focus |
| CXT Discovery | Non-profit | Director | — | Since Sept 2024 |
| DICE Therapeutics, Inc. | Public | Director | — | 2020–2023; acquired by Eli Lilly |
| Catalyst Biosciences, Inc. | Public | Director | — | 2020–2022; reverse merger |
| Valneva SE | Public | Director | — | 2020–2023 |
| Altamont Pharma Acquisition Corp. | Public (SPAC) | Director | — | 2021–2022 |
- Compensation Committee interlocks: None — GPCR disclosed no interlocks or insider participation on its Compensation Committee during 2024 .
Expertise & Qualifications
- Corporate finance and strategy expertise in biotechnology and pharmaceuticals; designated Audit Committee Financial Expert by the Board .
- Deep board experience across public, private, and non-profit life sciences organizations .
- Education: B.S., University of Delaware; MBA, Stanford University .
Equity Ownership
- Beneficial ownership (as of April 17, 2025): 114,374 Ordinary Shares (equivalent to 38,124 ADSs), representing less than 1% of shares outstanding; footnote indicates these are options exercisable within 60 days .
- Options outstanding (as of December 31, 2024): 117,498 Ordinary Shares underlying options .
- Hedging/pledging: Company policy prohibits directors from hedging and pledging company securities; insider trading policy filed as 2024 10-K exhibit . The Company’s governance summary reiterates no hedging or pledging by directors .
| Ownership Metric | Value |
|---|---|
| Ordinary Shares Beneficially Owned (4/17/2025) | 114,374 (ADS equivalent: 38,124) |
| % of Shares Outstanding | <1% |
| Options Outstanding (12/31/2024) | 117,498 ordinary shares |
| Hedging/Pledging Policy | Prohibited for directors |
Governance Assessment
- Positives: Independent Audit Committee Chair with SEC-designated financial expertise; strong engagement (no attendance shortfalls); explicit prohibitions on hedging/pledging; Audit Committee oversight of related-party transactions; signed Audit Committee report supporting 2024 financial statement inclusion — all supportive of investor confidence .
- Alignment: Director pay mix includes meaningful equity via options with standardized vesting and change-in-control acceleration, promoting long-term alignment; 2025 policy moved to value-based targets to maintain market competitiveness .
- Watch items: Director equity grants fully accelerate on change-in-control (can be criticized by some investors); 2025 value targets ($800k initial/$400k annual) may be viewed as sizable for a clinical-stage biotech and merit monitoring relative to peers; no explicit director stock ownership guidelines disclosed in the proxy .
- Conflicts: No Tetlow-specific related-party transactions disclosed; broader related-party activity noted elsewhere (Schrödinger) did not involve Tetlow and did not affect independence determinations .
RED FLAGS: None identified specific to Tetlow (no related-party exposure, no attendance issues, no hedging/pledging). Monitor the size and acceleration terms of director equity awards under the 2025 policy for potential investor scrutiny .