Shelia Violette
About Shelia Violette
Shelia M. Violette, Ph.D., is Q32 Bio’s Chief Scientific Officer and President of Research since 2024; she previously served as CSO and President of Research of Legacy Q32 since September 2017. She holds a Ph.D. in Pharmacology from Yale University and a B.S. in Pharmacology from the Massachusetts College of Pharmacy; age 64 as of April 16, 2025 . Company performance context during her executive tenure shows QTTB’s total shareholder return (TSR) declined year-over-year and net losses modestly improved in 2024 vs. 2023 .
| Metric | 2023 | 2024 |
|---|---|---|
| Value of initial $100 investment based on TSR ($) | 48.25 | 15.17 |
| Net Income (Loss) ($ millions) | (53.7) | (47.7) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Biogen | Senior research roles | Mar 2012–Oct 2016 | Led research programs; senior functional leadership in immunology |
| Atlas Venture | Entrepreneur in Residence; continued Advisor | Nov 2016–Sep 2017 (EIR); Advisor since Sep 2017 | Company formation and portfolio advisory in biotech |
| Yale University School of Medicine (Dept. of Internal Medicine) | Adjunct Associate Professor | Jul 2016–Jun 2021 | Academic collaboration and translational research |
| Legacy Q32 Bio | CSO & President of Research | Sep 2017–2024 | Built and led R&D; transitioned into QTTB executive team post-merger |
External Roles
| Organization | Role | Years |
|---|---|---|
| Triveni Bio Inc. | Scientific Advisory Board member | Current |
| Morphic Therapeutics, Inc. | Scientific Advisory Board member | Current |
| Mediar Therapeutics Inc. | Scientific Advisory Board member | Current |
| APIE Therapeutics Inc. | Scientific Advisory Board member | Current |
| Cytimmune Science | Board of Directors | Oct 2021–Jun 2023 |
| Scholar Rock Holding Corporation | Scientific Advisory Board member | Apr 2017–Dec 2022 |
| Enleofen Bio Pte Ltd | Scientific Advisory Board member | Jun 2017–Apr 2020 |
| NuMedii, Inc. | Scientific Advisory Board member | Feb 2018–Feb 2019 |
Fixed Compensation
| Component | Value | Source/Notes |
|---|---|---|
| Annual base salary | $455,000 | Per employment agreement effective at merger closing |
| Target annual bonus | 40% of base salary | Eligible under executive bonus program |
| Actual annual bonus paid (2024) | Not disclosed | Company-wide achievement factor was 65% of corporate goals; individual payout amounts for Dr. Violette not disclosed |
Performance Compensation
| Incentive type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Corporate performance goals | 100% | 40% of base salary | 65% goals achieved (FY2024) | 65% of target bonus for 2024 program; individual $ amount not disclosed | Cash (paid following year) |
| Long-term equity | Time-based stock options/RSUs | Not disclosed for Dr. Violette | Not disclosed | Not disclosed | Not disclosed | Time-based vesting; full acceleration upon certain terminations per employment agreement |
Notes:
- Company indicates mix of stock options and RSUs for executives and use of market benchmarking via Aon plc; specific 2024 grant details for Dr. Violette are not enumerated in the proxy NEO tables .
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 137,756 shares (1.1% of 12,197,615 shares outstanding as of Apr 16, 2025) |
| Breakdown | 36,277 shares held by Violette Holdings LLC; 23,874 shares held directly; 77,605 shares underlying options exercisable within 60 days |
| Address for Violette Holdings LLC | c/o Shelia Violette, 91 Simonds Road, Lexington, MA 02420 |
| Vested vs. unvested | Options noted as exercisable within 60 days; further vesting detail not disclosed |
| Shares pledged as collateral | Prohibited by company policy; no pledging disclosed |
| Hedging/derivatives policy | Prohibits short sales, derivatives, margin use, and pledging for all directors/officers/employees |
| Stock ownership guidelines | Not disclosed in proxy; anti-hedging/pledging policy filed as Exhibit 19.1 to 2024 Annual Report |
| Section 16 compliance note | One transaction by Dr. Violette on Oct 11, 2024 filed late on Oct 16, 2024 due to administrative oversight |
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At will; CSO & President of Research |
| Severance (outside Change in Control) | Lump-sum payment of 12 months base salary and target bonus; 12 months COBRA; 100% acceleration of all outstanding and unvested time-based stock awards, subject to signing a release and qualifying termination (without Cause or for Good Reason) |
| Severance (within 12 months after Change in Control) | Lump-sum payment of 12 months base salary and target bonus; 12 months COBRA; 100% acceleration of all outstanding and unvested time-based stock awards, subject to signing a release and qualifying termination (without Cause or for Good Reason) |
| 280G treatment | Partial clawback/best-net: greater of best net after-tax amount or cut-back to $1 below excise tax threshold under Section 4999/280G |
| Restrictive covenants | Separate Restrictive Covenants Agreement (Exhibit A) referenced; details not enumerated in summary |
| Governing law | Massachusetts |
| Position & duties | CSO & President of Research; full-time devotion to company affairs; permitted external board/service with approval and no interference |
Investment Implications
- Compensation alignment and retention: Annual bonus anchored to corporate goals with a 65% achievement factor in 2024, and equity grants are time-based with 100% acceleration upon qualifying terminations both outside and within the change-of-control period, indicating strong protection but potentially reduced retention “stickiness” vs. double-trigger-only structures . The 280G “best-net” provision avoids gross-ups while optimizing after-tax outcomes .
- Ownership and selling pressure: Dr. Violette beneficially owns 137,756 shares (1.1%), including 77,605 options exercisable within 60 days, providing meaningful alignment; pledging and hedging are prohibited, reducing adverse alignment risks . A single late Section 16 filing in Oct 2024 appears administrative and not systemic .
- Performance backdrop: Company TSR fell materially in 2024 while net losses modestly improved, suggesting execution/value-creation headwinds in the timeframe; this may temper incentive realizations tied to equity appreciation .
- Data gaps: The proxy’s NEO tables do not enumerate Dr. Violette’s 2024 equity grant sizes, strike prices, or vesting schedules; insider Form 4 detail could further illuminate vesting and selling dynamics but was not retrievable here; rely on proxy ownership table and policy disclosures .