Nancy Chang
About Nancy Chang
Nancy Chang, Ph.D. (age 75) is a Class I independent director of Galera Therapeutics (GRTX), appointed in December 2024 and standing for a term expiring at the 2026 Annual Meeting . Her background spans antibody therapeutics (Centocor founding team), academic virology (Associate Professor at Baylor College of Medicine, 1986–1991), biotech company formation and leadership (co-founder of Tanox), and life sciences investing (led OrbiMed’s Asia fund, 2007–2012) . She completed undergraduate studies at Taiwan National Tsing Hua University and attended Harvard Medical School’s Division of Medical Sciences Ph.D. program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centocor | Founding team; Director of Research; monoclonal antibody development incl. HIV diagnostics | Not specified | Advanced therapeutic antibody programs and HIV assay development |
| Baylor College of Medicine | Associate Professor of Virology | 1986–1991 | Academic leadership in virology; continued advisory role thereafter |
| Tanox | Co-founder; therapeutic antibodies for allergy, asthma, inflammation | Not specified | Built antibody platform for immunologic diseases |
| Texas Higher Education Coordinating Board | Member under Gov. George W. Bush | 1995–2000 | State-level higher education policy oversight |
| OrbiMed Asia Fund | Chair, Founder, Senior Managing Director | After 2007–2012 | Led Asia-focused life sciences investing |
| Boards and Institutes (prior) | Director/board service: Federal Reserve Bank Houston, BioHouston, Biotechnology Innovation Organization (BIO), Charles River Laboratories, and several biotech companies | Not specified | Governance roles across financial and biotech institutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ansun Biopharma, Inc. | Chairperson of the Board | Director since 2011; current | Drug development targeting drivers of disease progression |
| ViRx at Stanford | Advisor (antiviral drug development) | Since 2018; current | Advisory role in antiviral research |
| Baylor College of Medicine | Advisor | Since 1986; current | Long-standing advisory role |
| Tang Family Foundation | President | Since 2010; current | Philanthropic leadership |
Board Governance
- Class, tenure, independence: Class I director; served since Dec 2024; Board determined she qualifies as “independent” under Nasdaq guidelines alongside Lawrence Alleva and Kevin Lokay .
- Committee assignments: 2025 proxy lists Audit, Compensation, and Nominating & Corporate Governance committees comprised of Alleva and Lokay; Chang is not listed as a member or chair on any committee .
- Board leadership: CEO J. Mel Sorensen serves as Chair; Board has not appointed a Lead Independent Director but may do so in future .
- Attendance: 20 Board meetings in FY2023; all directors at that time attended ≥75% of Board/committee meetings. Chang joined in Dec 2024, so 2023 attendance disclosures do not cover her .
- Risk oversight: Board oversees strategic risk; Audit Committee oversees financial/cybersecurity risks and related party transactions; Compensation Committee monitors compensation-related risk .
- Policies: Code of Business Conduct and Ethics and anti-hedging policy apply to directors; hedging transactions are prohibited .
Fixed Compensation
Director fee schedule (program terms; Nancy-specific 2024/2025 amounts not disclosed):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $35,000 | Paid quarterly in arrears; pro-rated if partial service |
| Chair of Board or Lead Independent Director | $25,000 | Additional fee |
| Audit Committee Chair | $15,000 | Additional fee |
| Audit Committee Member (non-chair) | $7,500 | Additional fee |
| Compensation Committee Chair | $10,000 | Additional fee |
| Compensation Committee Member (non-chair) | $5,000 | Additional fee |
| Nominating & Corporate Governance Chair | $8,000 | Additional fee |
| Nominating & Corporate Governance Member (non-chair) | $4,000 | Additional fee |
Directors may elect annually to receive stock options in lieu of cash fees (retainer and committee fees), with option sizing determined by Black-Scholes value and vesting in equal quarterly installments .
Performance Compensation
Equity grant structure for non-employee directors (program terms):
| Equity Instrument | Grant Size | Vesting | Exercise Price | Term | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Initial option grant (on appointment) | 96,000 shares | 36 equal monthly installments post-grant | FMV at grant | Up to 10 years | All unvested options vest in full upon change in control |
| Annual option grant – Chair/Lead Independent Director | 64,000 shares | Single installment on earlier of day before next annual meeting or first anniversary | FMV at grant | Up to 10 years | All unvested options vest in full upon change in control |
| Annual option grant – Other non-employee directors | 48,000 shares | Single installment on earlier of day before next annual meeting or first anniversary | FMV at grant | Up to 10 years | All unvested options vest in full upon change in control |
| Options in lieu of cash fees (elective) | Shares sized by Black-Scholes to cash value | Equal quarterly installments | FMV at grant | Up to 10 years | Standard plan terms apply |
- No director performance metrics (e.g., TSR, EBITDA, ESG) are tied to director compensation; director equity is service-vesting only per program terms .
Other Directorships & Interlocks
| Company/Institution | Status | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Charles River Laboratories (CRL) | Prior service | Board member (prior) | No GRTX-related transactions disclosed; historical role only |
| Federal Reserve Bank (Houston) | Prior service | Board role (prior) | Public institution; no GRTX-related transactions disclosed |
| BioHouston; Biotechnology Innovation Organization (BIO) | Prior service | Board roles (prior) | Sector network exposure; no GRTX-related transactions disclosed |
| Ansun Biopharma | Current | Chairperson | No related party transactions with GRTX disclosed; monitor for future overlaps |
Expertise & Qualifications
- Therapeutic antibodies, virology, and drug development expertise through Centocor, Tanox, and Baylor; board and investor experience through OrbiMed Asia .
- Advisory and leadership roles spanning academic and industry institutions; sustained sector engagement and governance exposure .
Equity Ownership
| Holder | Security | Amount | % of Outstanding | Notes |
|---|---|---|---|---|
| Nancy Chang, Ph.D. | Common Stock | 7,644,932 shares | 10.13% | Based on 75,462,390 shares outstanding as of Jan 22, 2025 |
| Nancy Chang, Ph.D. | Series B Non-Voting Convertible Preferred | 1,841.92 shares | N/A | Each Series B share convertible into 1,000 common shares (subject to conditions); issued in Nova merger consideration |
- Purchase history: Nancy Chang acquired 7,644,932 common shares for $500,000 in the Dec 30, 2024 private placement .
- Options/RSUs: No director option or stock award holdings disclosed for Chang in beneficial ownership tables; other directors’ option counts are disclosed separately .
- Pledging/hedging: Company policy prohibits hedging transactions by directors; no pledging by Chang disclosed .
Governance Assessment
- Alignment: Significant personal investment (10.13% common ownership) and participation in the Dec 2024 financing signal high alignment with shareholders; Board affirms her independent status despite major ownership under Nasdaq criteria .
- Committee coverage: As of the latest proxy, committees are staffed solely by Alleva and Lokay; Chang is not yet on a committee, limiting direct involvement in audit/compensation/nominating oversight pending future appointments .
- Related-party exposure: She was a Nova shareholder and received Series B Preferred in the Dec 2024 merger and invested in the concurrent private placement; both are disclosed and governed by Board policies and Audit Committee oversight of related person transactions .
- Board process and policies: Robust Code of Ethics, anti-hedging, and defined committee charters with clear risk oversight responsibilities support governance quality; Lead Independent Director not currently appointed under combined Chair/CEO structure .
RED FLAGS (monitoring items)
- Concentrated ownership: A director with 10.13% ownership can exert influence; independence affirmed, but monitor for any transactions involving Ansun Biopharma or entities where Chang has leadership roles .
- Merger-related interests: Nova consideration (convertible preferred) and private placement participation create potential perceived conflicts; disclosures and Audit Committee oversight mitigate, but continued vigilance warranted .
- Committee engagement: Absence from core committees reduces direct oversight footprint; consider future committee appointments to enhance board effectiveness .
Overall, Chang brings deep domain and governance experience with strong ownership alignment; disclosures around Nova/PIPE and clear related-party oversight frameworks are positive, while committee participation and the combined Chair/CEO structure warrant ongoing assessment .