Shelley Thunen
About Shelley Thunen
Shelley Thunen (age 72) is an independent director at LENZ Therapeutics, serving since March 2024. She is the Audit Committee Chair and a Compensation Committee member; the board has determined she is independent under Nasdaq rules and qualifies as an “audit committee financial expert.” She holds a B.A. in economics and an M.B.A. from the University of California, Irvine, and has decades of senior finance roles in ophthalmology and medtech, including CFO of RxSight, Inc. since February 2017 and prior CFO roles at Endologix and IntraLase.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RxSight, Inc. (Nasdaq: RXST) | Chief Financial Officer | Feb 2017 – present | Leads finance; previously Chief Administrative Officer Jan 2016–Feb 2017 |
| Endologix, Inc. (Nasdaq: ELGX) | Chief Financial Officer | Jan 2013 – Oct 2015 | Senior finance leadership in medical devices |
| Alcon LenSx, Inc. | Associate General Manager | Aug 2010 – Dec 2012 | Operated within Alcon after acquisition of LenSx |
| LenSx, Inc. | Board member; Audit Committee Chair; CFO & VP, Operations | Apr 2008 – Aug 2010 (board/audit chair); Nov 2009 – Aug 2010 (CFO/VP Ops) | Governance oversight and finance operations prior to acquisition by Alcon |
| IntraLase Corp. (Nasdaq: ILSE) | CFO; later EVP & CFO | May 2001 – Apr 2007 | Executive finance leadership in laser ophthalmology |
External Roles
| Organization | Exchange/Ticker | Role | Committees/Impact |
|---|---|---|---|
| AEON Biopharma, Inc. | NYSE: AEON | Director | Audit Committee Chair |
| RxSight, Inc. | Nasdaq: RXST | Chief Financial Officer | Executive role (not a director); extensive ophthalmic medtech experience |
Board Governance
- Committees: Audit (Chair), Compensation (Member); Nominating & Corporate Governance not listed for Thunen. The audit committee has three members and Thunen is designated financial expert; the audit committee held four meetings in 2024. The compensation committee held two meetings; nominating & governance held one.
- Independence: The board affirmed Thunen’s independence under Nasdaq listing standards.
- Attendance: After the merger and through year-end 2024, the board met six times; each director attended at least 75% of board and applicable committee meetings.
- Executive sessions: Non-employee directors meet in executive session periodically, at least twice per year.
- Board leadership: Chair is Jeff George; CEO is Evert Schimmelpennink (roles separated).
Fixed Compensation
| Component | Policy Amount ($) | 2024 Actual for Thunen ($) |
|---|---|---|
| Annual director retainer | 40,000 | Included in cash fees total |
| Audit Committee Chair | 15,000 | Included in cash fees total |
| Audit Committee member | 7,500 (members not chair) | N/A (serves as chair) |
| Compensation Committee Chair | 12,000 | N/A |
| Compensation Committee member | 6,000 | Included in cash fees total |
| Nominating & Governance Chair | 10,000 | N/A |
| Nominating & Governance member | 5,000 | N/A |
| Total cash fees paid (2024) | — | 47,593 |
- Director pay is reviewed with an independent compensation consultant (Aon) and policy effective at merger closing; travel reimbursements provided.
Performance Compensation
| Award Type | Shares/Units | Vesting | Fair Value ($) | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial stock option (outside director) | 27,000 options | 36 equal monthly installments over 36 months from initial start date | 333,804 (2024 grant-date fair value) | Full vesting of outstanding director equity immediately prior to Change in Control; directors fully vest (single-trigger), performance goals deemed achieved at 100% for performance awards |
| Annual stock option (outside director) | 13,500 options per year (prorated first year) | 100% on first anniversary of grant | Not individually disclosed for Thunen | Same as above |
- Director compensation cap: $750,000 per fiscal year; $1,000,000 in fiscal year of initial service.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| AEON Biopharma (NYSE: AEON) | Director; Audit Chair | No LENZ-related transactions disclosed; independent oversight credentials strengthened by audit chair role |
- No related-person transactions disclosed involving Thunen; related-party financings involve RA Capital, Alpha Wave, Versant, and McCollum Living Trust, but not Thunen.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert.”
- Sector experience: Extensive ophthalmology and medtech executive finance leadership (RxSight, Endologix, IntraLase, LenSx, Alcon).
- Education: B.A. in economics; M.B.A., UC Irvine.
Equity Ownership
| Holder | Ownership Type | Shares Exercisable within 60 Days | Unexercised Options Outstanding | % of Outstanding Shares |
|---|---|---|---|---|
| Shelley Thunen | Options (beneficial ownership consists solely of options) | 10,500 | 27,000 (outstanding as of 12/31/2024) | <1% (starred in table) |
- Ownership guidelines: Compensation committee monitors stock ownership guidelines, but specific director thresholds are not disclosed.
- Hedging/pledging: Company policy prohibits hedging, short sales, derivative transactions, and pledging or margin accounts for directors.
Governance Assessment
- Board effectiveness: Thunen strengthens audit oversight as chair and financial expert; audit committee covers financial risk, cybersecurity, related-party oversight; CFO briefs audit committee annually on cybersecurity, with updates to board.
- Independence and attendance: Independent under Nasdaq rules; board-wide attendance ≥75% in 2024, supporting engagement.
- Pay structure alignment: Director pay heavily equity-oriented (2024: cash $47.6k vs options $333.8k), aligning incentives with shareholder value; independent consultant engaged for benchmarking.
- Change-in-control terms: Single-trigger full vesting for directors is shareholder-unfriendly relative to best practices (double-trigger favored), a moderate red flag for pay risk.
- Conflicts: No related party transactions attributable to Thunen; her RxSight CFO role is in ophthalmic medtech adjacent to LENZ’s therapeutic focus, but no disclosed overlap or dealings; continue monitoring for future interlocks or transactions.
- Risk controls: Robust clawback policy adopted March 21, 2024, and strict anti-hedging/pledging policy mitigate misalignment risks.
RED FLAGS
- Single-trigger accelerated vesting for director equity upon change-in-control (better practice is double-trigger).
Positive signals
- Audit Committee Chair and financial expert designation.
- Strong sector-specific finance experience; independent status; anti-hedging/pledging and clawback policies in force.