Jill Jene
LipocineAbout Jill Jene
Independent director since April 2022; age 52. Founder and Principal of Jene Advisors with more than 20 years in biopharma corporate development and strategy; deal sheet exceeds $6 billion in closed transactions. Education: B.S. Bradley University; M.S. and Ph.D. in Chemistry, Northwestern University; M.B.A. (strategic management), DePaul University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adamas Pharmaceuticals | VP & Head of Corporate Development, Strategy, Portfolio Planning & Alliance Mgmt | Aug 2020–Nov 2021 | Corporate development leadership prior to sale to Supernus |
| PDL BioPharma | VP, Business Development | May 2018–Aug 2020 | Executed transactions to maximize shareholder value |
| twoXAR (now Evommune AI affiliate) | Head of Business Development | May 2017–May 2018 | Closed 6 new partnerships; secured Series A from SoftBank and a16z |
| Depomed (now Assertio) | Corporate Development | Apr 2006–May 2017 | Led 36 transactions incl. licensing/M&A; acquired 4 commercial franchises |
| Baxter, 3M Pharma (Valeant), Cell Genesys | Increasing responsibility roles | Earlier career | Pharma, BD and R&D roles across large-cap and venture-backed biotechs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jene Advisors | Founder & Principal | Nov 2021–present | Biopharma advisory firm |
Board Governance
- Current committee assignments: Audit Committee member. Audit Committee comprised of Fink (Chair), Ono, Jene; all independent per SEC/Nasdaq; Audit held five meetings in FY2024 .
- Independence: Board identifies Fink, Ono, Jene, Papapetropoulos as independent directors .
- Attendance: Board held six meetings in 2024; each incumbent director attended >75% of aggregate Board and committee meetings; directors encouraged to attend annual meeting .
- Lead Independent Director: Dr. Spyros Papapetropoulos serves as Chairman and Lead Independent Director; presides over executive sessions of independent directors and liaises with CEO .
- Nominating process: No separate Nominating Committee; independent directors (majority of Board) lead director nomination decisions; full Board participates .
- Diversity: Board diversity matrix indicates 6 directors: 5 male, 1 female; female representation=1 (Jene) .
2025 Shareholder Meeting Outcomes (signals)
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Election – Jill M. Jene | 942,948 | 142,619 | 0 | 1,826,818 |
| Say‑on‑Pay (NEOs) | 926,497 | 121,032 | 38,038 | 1,826,818 |
Implication: Strong support for director elections and advisory pay vote, with typical broker non-votes on non‑routine items .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual Board retainer (cash) | $55,000 | Non-employee director baseline |
| 2024 | Audit Committee member fee | $7,500 | Committee membership |
| 2024 | Committee chair fees | — | Not applicable to Jene (Audit Chair is Fink) |
| 2024 | Lead Independent Director fee | — | Not applicable (Papapetropoulos is Lead) |
| 2024 | Total fees earned (Jene) | $62,500 | Matches individual compensation table |
| 2025 (policy) | Annual Board retainer (cash) | $55,000 | Approved for FY2025 |
| 2025 (policy) | Audit/Comp Committee member fee | $7,500 | Per committee |
| 2025 (policy) | Audit Chair / Comp Chair / Lead fees | $16,500 / $12,500 / $30,000 | Role-based premia |
Performance Compensation
| Year | Instrument | Grant Date | Shares | Grant-date Fair Value | Vesting/Performance Conditions |
|---|---|---|---|---|---|
| 2024 | Stock options | Jun 7, 2024 | 1,764 | $9,723 | Vesting terms not specified for directors in proxy |
| 2025 (policy) | Stock options (expected) | Post-Annual Meeting | 1,764 | — | Board approved for each non-employee director |
- No director-specific performance metrics (TSR, EBITDA, ESG) disclosed for equity grants; director awards are time‑based options per proxy narrative .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists operating roles, not public company directorships for Jene |
Expertise & Qualifications
- Biopharma corporate development expert; >$6B in closed transactions; licensing, M&A, portfolio planning .
- Education spanning chemistry (Ph.D.) and strategic management (M.B.A.) supporting board oversight of R&D portfolio monetization and BD .
- Prior leadership across public biopharma (Adamas, PDL, Depomed/Assertio) and tech-enabled drug discovery (twoXAR) .
Equity Ownership
| As of | Holding Type | Amount | Notes |
|---|---|---|---|
| Mar 31, 2025 | Common shares (direct/indirect) | 0 | No direct holdings disclosed |
| Mar 31, 2025 | Options exercisable within 60 days | 3,646 | Beneficially owned for SEC % calculations |
| Dec 31, 2024 | Total options outstanding | 5,410 | Director-level outstanding options |
| Mar 31, 2025 | Ownership % of shares outstanding | <1.0% | As reported in beneficial ownership table |
Note: No pledging, hedging, or related-party holdings disclosed for Jene; company has an Insider Trading Policy applicable to directors .
Governance Assessment
- Strengths: Independent director; Audit Committee member; strong attendance (>75%); Lead Independent Director structure presiding over executive sessions enhances board oversight .
- Alignment: Equity via options is modest; Jene holds no direct common shares, with beneficial ownership only via options (<1% of outstanding), suggesting limited personal capital at risk vs. peers at larger caps .
- Conflicts: No related‑party transactions or interlocks involving Jene disclosed; Board explicitly evaluated independence issues around Spriaso for another director (Higuchi), not Jene .
- Process watch item: Absence of a separate Nominating Committee; independent directors lead nominations—reasonable for a small board but reduces formalized nominating independence vs. best practice at larger issuers .
- Shareholder sentiment: 2025 say‑on‑pay passed with solid support; director election support was broad including for Jene .
RED FLAGS
- None specific to Jene identified in proxy: no related-party transactions, no low attendance, no pledging/hedging disclosures tied to Jene .
- Structural consideration: Single female on a six‑member board; diversity is limited numerically though board matrix disclosed .