Diyong Xu
About Diyong Xu
Diyong Xu is an independent Class I director of Q32 Bio Inc. (QTTB), serving since March 2024; he previously served on the Legacy Q32 board since August 2020. He is a Principal at OrbiMed Advisors LLC, with prior experience in Lazard’s Healthcare Investment Banking Group; Xu holds an M.S. in Management Science & Engineering from Stanford, an M.S. in Molecular & Cellular Biology from Dartmouth, and a B.S. in Biology from Zhejiang University. Age: 43 as of April 16, 2025; the Board determined he is independent under Nasdaq rules, noting his affiliation with a significant stockholder.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Q32 Bio Inc. | Director (Class I nominee) | Mar 2024–present | Member, Nominating & Corporate Governance Committee |
| Q32 Bio Operations Inc. (Legacy Q32) | Director | Aug 2020–Mar 2024 | Board oversight |
| OrbiMed Advisors LLC | Principal; roles of increasing responsibility | Aug 2012–present | Life sciences investing leadership |
| Lazard Frères & Co. | Healthcare Investment Banking | Prior to Aug 2012 | Transaction advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OrbiMed Advisors LLC | Principal | Aug 2012–present | Employee of OrbiMed, a significant QTTB stockholder |
| Various private companies | Director | Current | Serves on boards of several private companies |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member; no committee chair roles disclosed for Xu.
- Independence: Board determined Xu is independent under Nasdaq rules, with explicit consideration of his affiliation with a significant stockholder.
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; the Board met seven times post-Merger.
- Annual meeting: Directors are encouraged and expected to participate in the virtual annual meeting absent conflicts.
Fixed Compensation
| Component | Amount | 2024 Detail | Vesting/Payment |
|---|---|---|---|
| Cash fees (earned) | $34,492 | Xu’s 2024 fees under the Non-Employee Director Compensation Policy (likely prorated from March) | Paid quarterly in arrears |
| Annual Board retainer (policy) | $40,000 | Applicable to all non-employee directors | Quarterly |
| Nominating & Corporate Governance Committee member fee (policy) | $5,000 | Applies to members; Xu is a member | Quarterly |
| Committee chair fees (policy) | $5,000 (Nominating & Governance) | Chair is Mary Thistle; Xu not a chair | Quarterly |
| Option-in-lieu of cash election | Not elected by Xu | Only Grayzel, Lundberg, and Manke elected options in lieu of cash in 2024 | Elected annually; vests quarterly |
Performance Compensation
| Equity Component | 2024 Grant-Date Fair Value ($) | Share/Option Data | Vesting and Terms |
|---|---|---|---|
| Stock option awards (director comp) | $164,607 | Xu held 12,767 options as of 12/31/2024 | Initial Award: $228,000 value; vests 1/3 at 1-year, remainder monthly over next 2 years; 10-year term; strike = FMV at grant |
| Annual option award (policy) | Policy value $114,000 | Granted at each annual meeting to continuing directors | Vests fully by next annual meeting or 1-year anniversary; 10-year term; strike = FMV at grant |
| Options exercisable within 60 days (beneficial ownership count) | — | 4,965 options exercisable within 60 days of 4/16/2025 | Exercisable status at measurement date |
| Option repricing (RED FLAG) | — | All underwater options granted before Feb 23, 2025 repriced to $2.54 on Feb 24, 2025 (affects non-employee directors) | New exercise price set to closing price on 2/24/2025 |
Performance metrics tied to director compensation: None disclosed; director compensation consists of cash retainers and time-based stock options (no PSU/TSR-linked awards).
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| OrbiMed Private Investments VII, LP (OPI VII) | 5%+ stockholder; Xu is an OrbiMed employee | Beneficially owns 2,252,987 QTTB shares (18.5% of outstanding); OrbiMed Advisors (managing member of GP VII) oversees voting/investment; Xu disclaims beneficial ownership of OPI VII shares |
| Pre-Closing Financing (Merger-linked) | Investor participation | OPI VII purchased 8,852,000 Legacy Q32 shares for $10,612,663 at $1.989/share on 3/25/2024; converted to QTTB common at closing |
Expertise & Qualifications
- Life sciences investing and board experience through OrbiMed; prior healthcare investment banking at Lazard.
- Education: M.S. (Management Science & Engineering, Stanford); M.S. (Molecular & Cellular Biology, Dartmouth); B.S. (Biology, Zhejiang University).
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Ownership (%) | Components |
|---|---|---|---|
| Diyong Xu | 2,257,952 | 18.5% | 2,252,987 shares held by OPI VII and 4,965 options exercisable within 60 days (Xu disclaims beneficial ownership of OPI VII shares) |
| Xu’s total director options (12/31/2024) | 12,767 | — | Director options held as of fiscal year-end |
| Shares pledged as collateral | None disclosed | — | Company policy prohibits pledging; no related-party pledging transactions disclosed |
Governance Assessment
- Independence and committee engagement: Xu is formally deemed independent despite affiliation with a significant stockholder; he serves on the Nominating & Corporate Governance Committee, supporting board refresh, evaluations, and governance policy oversight.
- Ownership alignment: Significant exposure via OrbiMed’s 18.5% stake plus Xu’s director options; anti-hedging and anti-pledging policies strengthen alignment; however, Xu disclaims beneficial ownership of OrbiMed-held shares.
- Conflicts and related-party oversight: OrbiMed participated in the 2024 Pre-Closing Financing; the company states no other related-party transactions exceeding thresholds since 1/1/2023; the Audit Committee reviews related person transactions.
- Attendance and engagement: The Board met seven times in 2024; all directors met the ≥75% attendance threshold, indicating adequate engagement.
- RED FLAGS: Broad option repricing to $2.54 on 2/24/2025 for underwater options held by employees and non-employee directors (including directors), which can be viewed as shareholder-unfriendly and dilutive unless well-justified.