Judith Shizuru
About Judith Shizuru
Judith Shizuru, M.D., Ph.D., age 69, is a Class II director whose current term expires at the 2026 annual meeting; she has served on Jasper’s boards since 2018 (pre-merger and post-merger continuity) and is the company’s scientific co‑founder . She is a Professor of Medicine (Blood and Marrow Transplantation) and Pediatrics (Stem Cell Transplantation) at Stanford, with a B.A. from Bennington College and M.D./Ph.D. from Stanford; she trained in internal medicine at UCSF and hematology at Stanford and has over 160 publications focused on immunology and transplant conditioning including translational anti‑CD117 antibody work .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jasper (Pre‑Merger Board) | Director | Mar 2018 – Sep 2021 | Scientific co‑founder; continuity into public listing |
| Jasper Scientific Advisory Board | Chair | Dec 2019 – Sep 2021 | Led translational strategy; anti‑CD117 conditioning progressed to clinic |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Professor of Medicine (BMT) and Pediatrics (Stem Cell Transplantation) | Ongoing | Member: BMT‑CT faculty, Immunology Program, Stanford Cancer Institute, Institute for Stem Cell Biology & Regenerative Medicine |
Board Governance
- Board classification: Class II; current term expires 2026; board size eight directors with staggered terms .
- Independence: Board determined Dr. Shizuru is not independent due to paid consulting services to the company .
- Committee assignments: Member, Research & Development Committee; R&D Committee members are Dr. Brun (Chair), Dr. Shizuru, and Mr. von Emster; held four meetings in FY 2024 .
- Other committees and chairs: Audit (members Nolet, von Emster, Kapoor; Chair Nolet; Nolet designated audit committee financial expert) ; Compensation (members von Emster, Nolet, Brun; Chair Nolet; four meetings and six written consents in FY 2024) ; Nominating & Corporate Governance (members von Emster, Lucas, Kapoor; Chair von Emster; two meetings and three written consents in FY 2024) .
- Board meeting cadence and attendance: Six board meetings in FY 2024; each director attended at least 75% of board and committee meetings during their service period; independent directors generally meet in executive session after each regular board meeting .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $46,300 | $46,300 |
| Other Compensation (Consulting) (USD) | $250,000 | $250,000 |
| Total Cash (Fees + Consulting) (USD) | $296,300 | $296,300 |
Non‑Employee Director Cash Retainers (policy in effect during 2024):
| Role | Chairperson Annual Cash Retainer (USD) | Each Other Member Annual Cash Retainer (USD) |
|---|---|---|
| Board of Directors | $70,000 | $40,000 |
| Audit Committee | $15,000 | $7,500 |
| Compensation Committee | $10,000 | $5,000 |
| Nominating & Corporate Governance Committee | $8,000 | $4,000 |
| Research & Development Committee | $11,300 | $6,300 |
Note: Dr. Shizuru’s 2024 cash fees of $46,300 align with the standard $40,000 board retainer plus $6,300 for R&D committee membership .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards – Grant Date Fair Value (USD) | $61,410 | $161,489 |
| Aggregate Options Outstanding (shares, as of year‑end) | 27,120 | 34,620 |
Director Equity Award Policy Details:
| Policy Element | Before Apr 19, 2024 | Effective Apr 19, 2024 |
|---|---|---|
| Initial Option Grant (new directors) | 9,400 shares; 25% vest at 1‑year; 1/48 monthly thereafter | 15,000 shares; 25% vest at 1‑year; 1/48 monthly thereafter |
| Annual Option Grant | 4,700 shares; vest in full at 1‑year | 7,500 shares; vest in full at 1‑year |
No director PSUs/RSUs or performance metric‑based director awards disclosed; director equity is solely in the form of stock options with time‑based vesting .
Other Directorships & Interlocks
- No other public company boards disclosed for Dr. Shizuru; profile emphasizes academic leadership and scientific expertise .
- Compensation Committee interlocks: None; no cross‑appointments involving Jasper executives on external compensation committees .
Expertise & Qualifications
- Immunology, antibody and cellular therapies, transplant conditioning agents; co‑founded Jasper and led translational science of anti‑CD117 conditioning from lab to clinic; 160+ publications .
- Board qualifications cited by the company: deep domain expertise and knowledge of Jasper’s technology and product candidates .
Equity Ownership
| Ownership Metric (as of Apr 30, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 150,521 |
| Ownership as % of Shares Outstanding | 1.0% (out of 15,022,122 shares) |
| Directly Held Shares | 115,901 |
| Options Exercisable within 60 days | 34,620 |
Option Holdings Reference:
| Item | Shares |
|---|---|
| Aggregate options outstanding as of Dec 31, 2024 | 34,620 |
Policies:
- Hedging and pledging of company stock are prohibited for directors, employees, and consultants under the Insider Trading Policy .
Insider Trades (recent):
| Date | Type | Shares | Price (USD) | Source |
|---|---|---|---|---|
| Sep 22, 2025 | Open‑market purchase | 41,000 | $2.43 | |
| Jul 3, 2025 (filed) | Annual director option grant | 7,500 | N/A |
Governance Assessment
- Independence and conflict risk: Board has formally determined Dr. Shizuru is not independent due to a longstanding consulting relationship ($20,833 per month; $250,000/year since Dec 16, 2019), creating potential conflict when advising on R&D or strategic decisions; this is a notable governance red flag .
- Attendance and engagement: Board met six times in 2024; each director met at least the 75% attendance threshold; R&D Committee (where she serves) met four times, indicating active committee oversight .
- Compensation mix and alignment: 2024 director pay comprised $46,300 cash fees, $161,489 option awards, and $250,000 consulting cash; the largest component was consulting, which reduces at‑risk alignment versus equity‑based compensation .
- Equity alignment: 1.0% beneficial ownership (150,521 shares including 34,620 near‑term exercisable options) and recent open‑market share purchase signal some alignment; hedging/pledging prohibitions strengthen alignment .
- Committee structure and oversight: Independent chairs lead key committees (Audit—Nolet; Compensation—Nolet; Nominating—von Emster), with executive sessions after regular board meetings; Shizuru’s role is confined to the R&D Committee, which fits her scientific expertise .
Related Party Transactions
- Consulting Agreement: Entered Dec 16, 2019; services provided in exchange for $20,833 per month ($250,000 per year), disclosed as related party; the consulting fee also appears as “Other Compensation” in the director compensation table .
Compensation Structure Analysis
- Shift in director equity value: Option grant fair value rose from $61,410 in 2023 to $161,489 in 2024, consistent with policy change increasing annual option awards from 4,700 to 7,500 shares and initial option awards from 9,400 to 15,000 shares effective April 19, 2024 .
- Guaranteed vs at‑risk pay: The $250,000 consulting cash represents a guaranteed, non‑board service compensation component that can dilute pay‑for‑performance signals for a director role .
- No evidence of repricing, tax gross‑ups, or director performance‑metric awards for 2023–2024 .
Director Compensation (Detail)
| Year | Fees Earned (USD) | Option Awards (USD) | Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| 2023 | $46,300 | $61,410 | $250,000 | $357,710 |
| 2024 | $46,300 | $161,489 | $250,000 | $457,789 |
Option award values represent grant date fair values under ASC 718 as disclosed .
RED FLAGS
- Not independent due to paid consulting—ongoing related party arrangement; board explicitly classifies her as non‑independent .
- Significant non‑board cash compensation ($250,000/year) alongside board service, which can present perceived conflicts in R&D oversight given committee membership .
Notes
- Board meeting attendance specifics for Dr. Shizuru beyond “≥75%” were not individually disclosed for 2024; company reported aggregate compliance across directors .
- Director stock ownership guidelines were not disclosed for non‑employee directors; hedging/pledging prohibitions apply to directors, employees, and consultants .
