Shelley Chu
About Shelley Chu
Shelley Chu, M.D., Ph.D., age 55, is an independent Class I director of HilleVax, Inc. (HLVX) serving since August 2021. She is a Partner at Lightspeed Venture Partners (since November 2020) and previously served as Senior Director, R&D Strategy at Gilead Sciences (2012–2015). Dr. Chu holds an M.D. and Ph.D. in Biochemistry and Biophysics from UCSF and a B.A. in Molecular Biology from Princeton University; she is also a member of the Scientific Advisory Board for BioCentury .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences | Senior Director, R&D Strategy | 2012–2015 | Led R&D strategy across therapeutic areas; business development in immuno-oncology and HBV |
| Various companies (see External Roles) | Board Director/advisor | Various | Multiple boards in therapeutics; several outcomes incl. acquisitions/partnerships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lightspeed Venture Partners | Partner | Nov 2020–present | Venture investor; biotech focus |
| BioCentury | Scientific Advisory Board Member | Not disclosed | Industry advisory role |
| Phathom Pharmaceuticals, Inc. | Board Director | Not disclosed | Listed among companies she has served on; pharma focus |
| Enlaza Therapeutics, Inc. | Board Director | Not disclosed | Private company |
| Abata Therapeutics, Inc. | Board Director | Not disclosed | Private company |
| 3T Biosciences, Inc. | Board Director | Not disclosed | Private company |
| Medikine, Inc. | Board Director | Not disclosed | Private company |
| Adanate, Inc. | Board Director | Not disclosed | Private company |
| Scorpion Therapeutics, Inc. | Board Director | Not disclosed | Private company |
| Tizona Therapeutics, Inc. | Board Director | Not disclosed | Acquired by Gilead Sciences |
| Trishula Therapeutics, Inc. | Board Director | Not disclosed | Partnered with AbbVie |
| SFJ Pharmaceuticals, Inc. | Board Director | Not disclosed | Private company |
| IFM Therapeutics, Inc. | Board Director | Not disclosed | Acquired by Bristol Myers Squibb |
| IFM Tre | Board Director | Not disclosed | Acquired by Novartis |
| IFM Due | Board Director | Not disclosed | Partnered with Novartis |
| IFM Quattro | Board Director | Not disclosed | Private company |
| Q32 Bio Inc. | Board Director | Not disclosed | Biotech; status not specified in proxy |
| Venatorx Pharmaceuticals, Inc. | Board Director | Not disclosed | Private company |
Board Governance
- Independence: Board determined Dr. Chu is independent under Nasdaq listing standards; only Hershberg and Kohli are non-independent .
- Committee assignments: Member, Compensation Committee (chair: Julie Gerberding); met 5 times in FY2024 .
- Not on Audit Committee (members: Cocero, Heron, Hilleman; chair: Hilleman; met 4x) and not on Nominating & Corporate Governance (members: Cocero, Gerberding, Heron, Sepulveda; chair: Heron; met 1x) .
- Board engagement: Board met 16 times in FY2024; each director attended at least 75% of board and committee meetings where they served .
- Lead Independent Director: Patrick Heron; responsibilities include executive sessions of independent directors and agenda/schedule review .
- Policies: Prohibition on pledging/hedging of company stock; insider trading compliance policy in place .
- Clawback: Compensation recovery policy adopted per SEC/Nasdaq standards (applies to Section 16 officers) .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 52,540 | Includes base retainer and committee role fees under director program |
| Program changes | — | Annual retainer increased from $40,000 to $50,000 in May 2024; lead independent +$25,000; committee chair/member retainers updated (Audit $20k/$10k; Compensation $15k/$7.5k; Nominating $10k/$5k) |
Performance Compensation
| Year | Option Awards (Grant-Date Fair Value, $) | Equity Vehicle | Vesting Terms |
|---|---|---|---|
| 2024 | 309,375 | Stock options | Annual grant of options; director program provides initial 45,000 options vesting monthly over 3 years; annual 22,500 options vest by 1-year anniversary or next annual meeting; change-in-control, death/disability vesting acceleration applies |
No performance-based equity metrics (e.g., PSUs) for directors are disclosed; director equity is time-based options .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee Interlocks | None; no member has been an officer/employee; no reciprocal comp committee interlocks by HLVX executive officers |
Expertise & Qualifications
- Deep biotech and venture investing experience; R&D strategy leadership at Gilead; extensive board service across therapeutics platforms .
- Advanced scientific training (M.D., Ph.D.) aligning with HLVX’s vaccine/norovirus focus .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Components | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Shelley Chu, M.D., Ph.D. | 70,000 | Options exercisable within 60 days of Apr 25, 2025 | <1% | Footnote confirms 70,000 underlying options are or will be exercisable within 60 days |
| As of Dec 31, 2024 | — | Held 70,000 stock options outstanding | — | Director options count per year-end table |
| Pledging/Hedging | — | Prohibited by policy | — | Governance policy prohibits pledging and hedging |
Insider Trades
| Insider | Filing Status | Notes |
|---|---|---|
| Shelley Chu | One Form 4 filed late for a single transaction in FY2024 | Company states a late Form 4 for Shelley Chu and certain directors; details not provided in proxy |
Governance Assessment
- Positive signals: Independent director with strong scientific and venture background; active Compensation Committee involvement; robust governance policies (no pledging/hedging; clawback) and clear committee structures .
- Alignment: Director pay is heavily equity-oriented (2024 mix ~14.5% cash vs ~85.5% options by grant-date value), promoting shareholder alignment; held 70,000 options with standard time-based vesting .
- Engagement: Met minimum attendance thresholds; board and committee cadence indicates active oversight .
- Watch items and RED FLAGS:
- Late Section 16 Form 4 filing (administrative lapse) .
- Venture affiliations can create potential perceived conflicts if portfolio companies become HLVX counterparties; no related-party transactions involving Dr. Chu are disclosed in the proxy (major related-party items involve Takeda and Frazier) .
- As an emerging growth company, HLVX does not hold say‑on‑pay votes, limiting direct shareholder feedback on compensation structures .