Lisa M. Giles
About Lisa M. Giles
Independent director of HCW Biologics (Class II; director since October 2021) with deep life sciences operating and advisory experience. Age 66; CEO/Managing Director of Giles & Associates Consultancy since 2000; prior leadership at G.D. Searle (Monsanto) and Abbott Laboratories; B.S. in Economics (Juniata College) and executive programs at Stanford and University of Chicago . Board-determined independent; serves on both the Audit and Compensation Committees; financially literate (audit committee member) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Giles & Associates Consultancy, Inc. (GAC) | Founder, Managing Director & CEO | 2000–present | Strategy and operating advisory in life sciences/academic medical centers |
| Optivara, Inc. | Founder & CEO | 2013–2019 | Sister company to GAC; leadership and commercialization focus |
| G.D. Searle Pharmaceutical (Monsanto) | Vice President, Strategy Development | Pre-2000 | Corporate strategy development |
| Abbott Laboratories | Various leadership roles | Pre-2000 | Commercial/operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Milestone Pharmaceuticals | Director | Current | Public company directorship |
| Northwestern Memorial Health System Foundation Board | Director | Current | Non-profit board |
| GenMark Diagnostics | Director | 2015–2021 | Public company, prior service |
| Durata Therapeutics, Inc. | Director | 2012–2014 | Public company, prior service |
| Intranasal Therapeutics, Inc. | Director | 2005–2006 | Prior service |
Board Governance
- Independence: Board determined all non-employee directors, including Ms. Giles, are independent under Nasdaq rules; all Audit and Compensation Committee members are independent .
- Committees: Audit Committee member; Compensation Committee member .
- Attendance/Engagement: In 2024, the board met 24 times; Audit held 7 joint meetings; Compensation met 4 times (plus 1 joint). Each director attended at least 75% of board/committee meetings during their service period .
- Board structure: Chairman separate from CEO; risk oversight allocated across full board and committees .
- Class/Term: Class II director; term ends at 2026 annual meeting .
- Hedging/Pledging: Insider trading policy prohibits hedging and pledging; pledges only with Compliance Officer approval .
Fixed Compensation
| Metric (Directors) | 2023 | 2024 |
|---|---|---|
| Lisa M. Giles – Fees Earned or Paid in Cash ($) | 40,000 | 40,000 |
| Policy: Annual cash retainer (non-chair) ($) | 40,000 | 40,000 |
| Policy: Chair of Audit Committee ($, in lieu) | 50,000 | 50,000 |
| Policy: Chair of Board ($, in lieu) | 60,000 | 60,000 |
Notes: Ms. Giles is not identified as a chair; her reported cash fee equals the standard director retainer .
Performance Compensation
| Metric (Directors) | 2023 | 2024 |
|---|---|---|
| Lisa M. Giles – Option Awards (grant-date fair value, $) | 18,605 | 10,570 |
| Annual equity structure | Annual stock option grant to continuing directors | Annual stock option grant to continuing directors |
| Vesting schedule (annual grant) | Full vest earlier of 1 year or next annual meeting (service-based) | Full vest earlier of 1 year or next annual meeting (service-based) |
| New director initial equity | $100,000 grant value; vests at 1 year | $100,000 grant value; vests at 1 year |
- No director performance-vesting metrics disclosed (equity awards are service-based options) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | Company discloses no interlocks for Compensation Committee members (includes Giles) in 2024 . |
| Related-party transactions | 2024–2025 transactions disclosed involve certain executives/directors (e.g., private placement; secured notes), but Ms. Giles is not listed as a participant . |
| Shareholder voting signals | At the June 17, 2025 meeting, Class I elections showed heavy withhold against one director (Winer), while the Chair (Garrett) was elected; potential scrutiny of board oversight (not specific to Giles) . |
Expertise & Qualifications
- Life sciences strategy, commercial and operations; prior executive roles at Searle (Monsanto) and Abbott; long-running advisory leadership as CEO of GAC .
- Financial literacy (Audit Committee member); extensive board experience at multiple public companies .
- Education: B.S., Juniata College; executive programs at Stanford and University of Chicago .
Equity Ownership
| As-of Date | Common Stock | Options Exercisable within 60 Days | Aggregate Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| April 22, 2025 | 896 (held by Lisa M. Giles Living Trust) | 2,286 | 3,182 | <1% |
Additional context:
- Outstanding options (as of Dec 31, 2024, pre-reverse split): 103,878 options (outstanding, not necessarily vested); the company effected a 1-for-40 reverse split on April 11, 2025; 2024 audited financials are presented pre-split .
- Pledging/Hedging: No pledging by Ms. Giles disclosed; company policy prohibits hedging and pledging absent approval .
Governance Assessment
- Strengths: Independent director on both Audit and Compensation Committees with financial literacy; board met frequently in 2024; minimum 75% attendance met; hedging/pledging restrictions in place .
- Alignment: Director pay structure is modest (cash retainer plus time-based options), aligning with shareholder interests via equity exposure; however, her beneficial ownership is small in absolute and relative terms (<1%), indicating limited direct ownership alignment .
- Conflicts: No related-party transactions disclosed involving Ms. Giles; no compensation interlocks disclosed .
- Signals to monitor: 2025 shareholder voting reflected significant withhold votes for one Class I director, potentially elevating scrutiny of overall board performance and committee oversight; continue monitoring for any committee changes or governance responses (Ms. Giles remains a Class II director) .
Appendix: Director Compensation Detail (HCWB Non-Employee Directors)
| Director | 2024 Fees Earned or Paid in Cash ($) | 2024 Awards ($) | Total 2024 ($) |
|---|---|---|---|
| Lisa M. Giles | 40,000 | 10,570 | 50,570 |
| Director | 2023 Fees Earned or Paid in Cash ($) | 2023 Awards ($) | Total 2023 ($) |
|---|---|---|---|
| Lisa M. Giles | 40,000 | 18,605 | 58,605 |