Lucy Shapiro
PACIFIC BIOSCIENCES OF CALIFORNIAAbout Lucy Shapiro
Lucy Shapiro, Ph.D. (age 84 as of April 10, 2025) has served on PacBio’s Board since 2012; she is the Virginia and D.K. Ludwig Professor of Cancer Research and Director of the Beckman Center for Molecular and Genetic Medicine at Stanford University School of Medicine, with a distinguished career including founding Stanford’s Department of Developmental Biology and receiving the U.S. National Medal of Science . She holds a B.A. from Brooklyn College and a Ph.D. in Molecular Biology from Albert Einstein College of Medicine; she co‑founded Anacor Pharmaceuticals (acquired by Pfizer in 2016) and founded Boragen, LLC . She has been elected to the National Academy of Sciences, American Academy of Microbiology, American Academy of Arts and Sciences, and National Academy of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University School of Medicine | Founder & Chair, Dept. of Developmental Biology | 1989–1997 | Built department; led molecular biology/microbiology programs |
| Columbia University, College of Physicians and Surgeons | Chair, Microbiology & Immunology | Prior to 1989 | Led department |
| Anacor Pharmaceuticals, Inc. | Co‑founder; Director | 2001–2016 | Governance and scientific oversight; company acquired by Pfizer |
| Gen‑Probe, Inc. | Director | 2008–2012 | Board oversight at diagnostics company |
| GlaxoSmithKline plc | Non‑executive Director | 2001–2006 | Board oversight at global pharma |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Stanford University | Ludwig Professor; Director, Beckman Center | Current | Core scientific leadership |
| 5Metis, Inc. | Director | Current | Board role at biotech company |
| Boragen, LLC | Founder | Past | Anti‑infectives venture (founded 2016) |
Board Governance
- Independence: Board determined Dr. Shapiro is independent under Nasdaq rules; she also meets committee independence standards .
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Science & Technology .
- Attendance: In 2024 the Board met nine times; each director attended at least 75% of Board and relevant committee meetings, and all directors attended the 2024 annual meeting .
- Board declassification: PacBio began declassifying the Board in 2024, moving to annual elections by 2027; Corporate Governance & Nominating oversees board composition and governance framework .
- Responsible business/ESG oversight: Corporate Governance & Nominating assists Board oversight of responsible business practices strategy, policies, and stakeholder communications .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 7 | 9 |
| Corporate Governance & Nominating meetings | 4 | 4 |
| Science & Technology meetings | 4 | 4 |
| Director independence (Shapiro) | Independent | Independent |
| Annual meeting attendance (Board) | All directors attended | All directors attended |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Paid quarterly in advance |
| Chair, Corporate Governance & Nominating | $10,000 | Annual retainer |
| Member, Science & Technology | $5,000 | Annual retainer |
| Chair of the Board (not applicable to Shapiro) | $40,000 | For Chair role |
| Director Cash Earned (Shapiro) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $55,000 | $55,000 |
Performance Compensation
- Structure (2025 policy): Continuing non‑employee directors automatically receive an annual stock option with $200,000 grant‑date fair value; vest monthly over one year (or until next annual meeting); capped at 65,000 shares per award . Initial director awards comprise options and RSUs totaling $450,000 grant‑date fair value, each 50% of total, with options vesting 1/3 at year one then monthly for 24 months; RSUs vest 1/3 at years one, two, and three .
- 2024 policy shift: Beginning April 2024, annual director awards were split 50% RSUs and 50% options; annual RSUs vest over one year; options vest monthly for one year; per‑award cap 55,000 shares .
- Change‑in‑control protections: Non‑employee director equity accelerates if not assumed; performance criteria deemed achieved at 100% of target; similar acceleration applies if a director’s status is terminated (other than voluntary resignation) post‑assumption .
| Equity Awards (Shapiro) | 2023 | 2024 |
|---|---|---|
| Option awards (grant‑date fair value) | $199,996 | $37,656 |
| Stock awards (RSUs, grant‑date fair value) | — | $37,655 |
| Total director compensation | $254,996 | $130,311 |
| Vesting & Metrics | Options | RSUs | Performance Shares |
|---|---|---|---|
| Initial director award vesting | 1/3 at 1 year; then monthly over 24 months | 1/3 at years 1, 2, 3 | Not typical for directors; plan allows PSUs but director annual awards are options/RSUs |
| Annual award vesting (2024 policy) | Monthly over 1 year | 1 year or next annual meeting | N/A |
| Annual award vesting (2025 policy) | Monthly over 1 year | N/A | N/A |
| Performance metrics | None for director awards; time‑based vesting only |
Other Directorships & Interlocks
- Stanford University is a disclosed related‑party customer; PacBio recognized ~$346,000 revenue from Stanford in 2024 and ~$960,000 in 2023; accounts receivable from Stanford were ~$52,000 (2024) and ~$147,000 (2023). Shapiro leads Stanford’s Beckman Center; related‑party transactions are reviewed/approved under PacBio’s formal policy administered by the Audit Committee .
| Entity | Relationship | 2023 Activity | 2024 Activity |
|---|---|---|---|
| Stanford University | Customer; Shapiro is Stanford faculty and center director | Revenue ~$960,000; A/R ~$147,000 | Revenue ~$346,000; A/R ~$52,000 |
Expertise & Qualifications
- Scientific leadership and governance credentials across academia and biotech, including national recognitions and academy elections; extensive life sciences industry experience and board service (GSK, Gen‑Probe, Anacor, 5Metis) .
Equity Ownership
| Ownership Detail (as of proxy record date) | 2024 | 2025 |
|---|---|---|
| Beneficially owned shares | — | — |
| Right to acquire (options exercisable within 60 days + RSUs vesting within 60 days) | 231,508 | 286,508 |
| Total beneficial ownership | 231,508 | 286,508 |
| Percent of class | <1% (“*”) | <1% (“*”) |
| Outstanding Awards (Shapiro) as of Dec 31 | 2023 | 2024 |
|---|---|---|
| Stock options outstanding | 231,508 | 263,687 |
| Stock options exercisable | 220,768 | 247,597 |
| RSUs outstanding | — | 22,821 |
Governance Assessment
- Strengths: Independent director with deep scientific expertise; chairs Corporate Governance & Nominating, a committee overseeing responsible business practices/ESG and board composition; consistent attendance above minimum thresholds; board moving to declassification (enhances accountability); strong say‑on‑pay support in 2023 (~92%) indicates investor alignment with governance and pay practices .
- Compensation alignment: Director pay is modest cash plus at‑risk equity that vests over time; non‑employee director compensation capped ($500,000 per year; $1,000,000 in initial year); no option repricing; clawback policy applies to awards—all shareholder‑friendly features .
- Potential conflicts: Stanford transactions present a related‑party exposure given Shapiro’s Stanford role; amounts are small relative to total revenue and subject to Audit Committee oversight under formal policy—mitigating risk; continued monitoring recommended .
RED FLAGS: None material disclosed specific to Shapiro; related‑party exposure via Stanford is controlled under policy and appears limited in magnitude .