Bill Lundberg
About Bill Lundberg
Bill Lundberg, M.D., age 61, has served as an independent Class III director of Q32 Bio since March 2024, with a term expiring at the 2027 annual meeting. He is currently CEO, President, Principal Financial Officer, and Director of Merus N.V. and also serves on the board of Vor Biopharma. Dr. Lundberg holds an M.D. from Stanford University and an M.B.A. from the University of Massachusetts, with prior senior R&D leadership roles at CRISPR Therapeutics (Chief Scientific Officer), Alexion (VP & Head of Translational Medicine), Taligen Therapeutics (Director/CMO), and earlier positions at Xanthus/Antisoma, Wyeth (now Pfizer), and Genzyme .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG | Chief Scientific Officer | Jan 2015 – Feb 2018 | Led scientific strategy and R&D execution |
| Alexion Pharmaceuticals | VP & Head of Translational Medicine | Feb 2011 – Jan 2015 | Advanced translational programs bridging discovery and clinic |
| Taligen Therapeutics | Director & Chief Medical Officer | Pre-2011 (acquired by Alexion in 2011) | Clinical leadership; company acquired by Alexion |
| Xanthus/Antisoma; Wyeth; Genzyme | Senior roles in clinical development and medical affairs | Prior to Taligen | Multiple senior posts across development and medical affairs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Merus N.V. (NASDAQ: MRUS) | CEO, President, Principal Financial Officer, and Director | Current | Executive and board role at an oncology biologics company |
| Vor Biopharma (NASDAQ: VOR) | Director | Current | Public company directorship in cell therapy |
Board Governance
- Committee assignments: Compensation Committee member; Chairperson of the Research & Development (R&D) Committee .
- Independence: Board determined in April 2025 that Lundberg is independent under Nasdaq rules .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings; board met 7 times; Compensation Committee met 2 times; R&D Committee met 2 times .
- Class/term: Class III director; term expires at 2027 annual meeting .
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation | Member | 2 | CEO/executive pay oversight, incentive plan administration, director compensation, succession planning |
| Research & Development | Chairperson | 2 | Pipeline oversight, R&D strategy, emerging technologies, ERM in R&D areas |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 52,923 | 164,607 | 217,530 |
- Election to receive cash fees in stock options: Lundberg elected to receive annual cash fees in the form of stock options under the director compensation policy (options granted in lieu of cash fees are excluded from the “Option Awards” column) .
Performance Compensation
Q32 Bio pays non-employee directors in time-based stock options (no performance-based PSUs/TSR metrics disclosed). Key policy terms:
| Component | Value | Vesting | Other Terms |
|---|---|---|---|
| Initial Award (upon appointment) | $228,000 option value (Black-Scholes) | 1/3 on first anniversary; remainder in equal monthly installments over next 2 years | 10-year term; exercise price = FMV at grant; full acceleration upon “Sale Event” |
| Annual Award (at each AGM) | $114,000 option value (Black-Scholes) | Vests in full on earlier of first anniversary or next AGM date | 10-year term; exercise price = FMV at grant; full acceleration upon “Sale Event” |
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap with QTTB |
|---|---|---|
| Merus N.V. (MRUS) | CEO/President/PFO and Director | Interlock: QTTB director Mark Iwicki also serves on Merus’s board, creating a shared external board tie . |
| Vor Biopharma (VOR) | Director | None disclosed. |
- Related-party transactions: Company reports no related-party transactions >$120,000 since Jan 1, 2023 involving directors or their affiliates (other than specified pre-closing financing investors unrelated to Lundberg) .
- Policy safeguards: Audit Committee must review/approve any related person transactions; directors cannot approve transactions in which they are a related person .
Expertise & Qualifications
- Education: M.D. (Stanford); M.B.A. (University of Massachusetts) .
- Domain expertise: Deep clinical development, translational medicine, and R&D leadership across large cap and biotech settings (Alexion, CRISPR Therapeutics, Genzyme, Wyeth) .
- Board qualifications: R&D strategy oversight and pipeline governance as R&D Committee Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Bill Lundberg, M.D. | 24,397 | <1% | Beneficial ownership includes shares and options exercisable within 60 days of April 16, 2025 |
| Equity Detail (Dec 31, 2024) | Quantity |
|---|---|
| Options held (underlying shares) | 25,214 |
- Hedging/pledging: Company insider trading policy prohibits hedging, short sales, and pledging of company securities, and using company securities as margin collateral .
- Ownership guidelines: No director stock ownership guideline disclosure found; prior to the merger, Legacy Q32 used quarterly director payments (including Lundberg at $10,000/quarter) but did not have a formal program .
Governance Assessment
-
Strengths:
- Independent director with robust scientific leadership; chairs the R&D Committee, aligning expertise with oversight responsibilities .
- Compensation structure emphasizes equity options (including elections to take fees in options), signaling alignment with shareholder outcomes via long-dated, FMV-priced options .
- Anti-hedging and anti-pledging policy reduces misalignment and collateral risk; audit-led related-party transaction controls are explicit .
- Attendance at or above 75% threshold across board/committee meetings in 2024 .
-
Risks/Red Flags:
- Interlocks: Shared external board with Merus where Lundberg is CEO and QTTB director Iwicki also serves—may warrant monitoring for information flow or potential conflicts, though board maintains independence and reports no related transactions involving Lundberg .
- Dual-hat executive role at Merus (CEO/PFO) increases potential time and conflict-of-interest pressures; oversight relies on QTTB’s related-party policy and committee independence .
-
Net view: Current disclosures support independence, engagement, and alignment via equity-heavy director pay and strict trading policies. Continue monitoring for any related-party interactions with Merus/Vor and maintaining clear recusals and Audit Committee oversight where appropriate .