Owen Hughes
About Owen Hughes
Owen Hughes was appointed executive director of LAVA Therapeutics N.V. (LVTX) effective November 13, 2025, following shareholder approval at the November 7, 2025 EGM; he is Chief Executive Officer of XOMA Royalty Corporation, the acquirer of LVTX . His background includes CEO roles at Sail Bio and Cullinan Oncology, senior corporate development leadership at Intarcia Therapeutics, and 16 years in investment roles at Brookside Capital (Bain Capital) and Pyramis Global Advisors (Fidelity); he holds a B.A. in History from Dartmouth College . As of appointment, Hughes was not a beneficial owner of LVTX shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cullinan Oncology, Inc. | Chief Executive Officer & Co‑founder | Sep 2017 – Oct 2021 | Led oncology company through growth; founder experience . |
| Intarcia Therapeutics, Inc. | Chief Business Officer & Head of Corporate Development | Feb 2013 – Aug 2017 | Corporate development leadership in metabolic disease . |
| Brookside Capital (Bain Capital) | Investment roles | Prior to 2013 (part of 16 years on Wall Street) | Public market investing, healthcare focus . |
| Pyramis Global Advisors (Fidelity) | Investment roles | Prior to 2013 (part of 16 years on Wall Street) | Asset management experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| XOMA Royalty Corporation | Chief Executive Officer & Director | Current | Buyer of LVTX; tender offer consummated Nov 13, 2025 . |
| Sail Bio, Inc. | Chief Executive Officer | Since Feb 2022 | Private biotech focused on toxic proteinopathies . |
| Ikena Oncology, Inc. | Director | Since Dec 2022 | Public oncology company board service . |
| Radius Health, Inc. | Director | Apr 2013 – Aug 2022 | Board tenure until sale to Gurnet Point Capital & Patient Square Capital . |
| Translate Bio, Inc. | Director | Jul 2016 – Sep 2021 | Board tenure until acquisition by Sanofi . |
| FS Development Corp. II | Director | Feb 2021 – Dec 2021 | SPAC board member . |
Board Governance
- Status: Executive director (not independent) appointed via binding nomination; 16,649,396 votes for, 9,304 against, 34,501 abstain at the EGM on Nov 7, 2025 .
- Post‑closing board composition: Buyer designated Owen Hughes (executive) and Thomas Burns, Bradley Sitko, Maricel Montano (non‑executive), with independent directors Kapil Dhingra and Karen J. Wilson continuing until the downstream merger; several prior directors stepped down at closing .
- Independent director protections: Certain actions affecting minority shareholders require affirmative vote of Independent Directors (e.g., restructuring that would dilute minorities, unequal treatment), excluding the agreed Post‑Offer Reorganization .
- Executive sessions and independence framework (pre‑closing): LVTX maintained independent director executive sessions and committee independence, with Nasdaq and Exchange Act standards applied .
- Chair/CEO separation (pre‑2025 AGM): Independent non‑executive chair (Kapil Dhingra) structure deemed to enhance oversight .
- Committee assignments post‑closing: Not disclosed as of latest filings; pre‑closing committees were entirely independent (Audit: Wilson chair; Compensation: Noble chair; Nomination: Oliger chair) .
- Attendance: 2024 data shows all directors attended ≥75% of meetings; no attendance data yet for Hughes (appointed Nov 2025) .
EGM Voting Outcomes (Nov 7, 2025)
| Proposal | Votes For | Votes Against | Abstain |
|---|---|---|---|
| Appoint Owen Hughes (executive director) | 16,649,396 | 9,304 | 34,501 |
| Appoint Thomas Burns (non‑exec) | 16,649,383 | 9,317 | 34,501 |
| Appoint Bradley Sitko (non‑exec) | 16,647,337 | 11,320 | 34,544 |
| Appoint Maricel Montano (non‑exec) | 16,648,457 | 11,333 | 33,411 |
| Downstream Merger (3A) | 16,672,260 | 12,474 | 8,467 |
| Approve Merger & Cancellation (3B) | 16,672,234 | 12,474 | 8,493 |
Fixed Compensation
- Compensation arrangements for Owen Hughes at LVTX have not been disclosed in the November 2025 8‑K or EGM proxy; the filing notes his appointment but no pay terms .
- LVTX Non‑Employee Director Compensation Policy (framework and limits) exists, but Hughes serves as an executive director; 2024 non‑employee director fees and option grants are reported for other directors only .
Performance Compensation
- Not disclosed for Hughes at LVTX as of latest filings .
- LVTX has an incentive compensation clawback policy compliant with SEC and stock exchange rules, and Sarbanes‑Oxley §304 reimbursement obligations for CEO/CFO upon certain restatements .
Other Directorships & Interlocks
- Buyer‑issuer interlock: Hughes is CEO of XOMA Royalty (Buyer) and executive director of LVTX post‑closing, a dual role that can create conflicts in post‑offer decisions; LVTX instituted Independent Director veto rights for certain minority‑sensitive actions (excluding the Post‑Offer Reorganization) .
- Additional board roles: Ikena Oncology (current); prior boards at Radius Health and Translate Bio through their respective transactions .
Expertise & Qualifications
- Leadership in biotech (multiple CEO roles), oncology company founding experience, and extensive corporate development/strategic planning expertise .
- Investment acumen from 16 years in public markets at Bain’s Brookside Capital and Fidelity’s Pyramis Global Advisors .
- Education: B.A. in History, Dartmouth College .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Owen Hughes | 0 | 0.0% | Not a beneficial owner at appointment (Nov 13, 2025) . |
- LVTX hedging and pledging policy: Directors are prohibited from hedging, short‑selling, writing options on LVTX securities, and pledging/margin purchases, supporting alignment with shareholders .
Governance Assessment
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Positives:
- Strong shareholder mandate for Hughes’ appointment and post‑offer resolutions (overwhelming “FOR” votes), indicating acceptance of Buyer‑led reconstitution .
- Independent Director safeguards for minority shareholders on dilution/unequal treatment (outside the agreed Post‑Offer Reorganization) .
- Prohibition of director hedging/pledging enhances alignment .
- Clawback policy in place for incentive compensation .
-
Risks and red flags:
- Non‑independent status: Hughes is executive director and CEO of the acquirer (XOMA), creating inherent conflicts of interest; monitoring needed around minority shareholder protections .
- Board turnover: Six prior directors resigned at closing; committee reconstitution not disclosed, creating transparency gap on oversight structure .
- Delisting and restructuring: LVTX intends to delist following the tender offer and proceed with a downstream merger and share cancellation, elevating execution and minority treatment risk .
- Tax Reserve Committee role: Hughes (with Steve Hurly) serves on the CVR Tax Reserve Committee representing holders in a complex Dutch tax matter; Parent (XOMA) retains consent rights over final settlements—potential tension between holder representation and acquirer influence .
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Attendance/engagement: No attendance record available yet due to recent appointment; LVTX historically reported ≥75% attendance for directors in 2024 .
Monitoring priorities: Disclosures on Hughes’ LVTX compensation and committee assignments; implementation of Independent Director approval rights in post‑offer actions; CVR and Tax Reserve Matter progress; minority shareholder communications during delisting and downstream merger .