Linda Hill
About Linda A. Hill
Linda A. Hill, Ph.D., is an independent Class I director of Relay Therapeutics, serving since October 2018; her current term runs to the 2027 annual meeting . She is the Wallace Brett Donham Professor of Business Administration and Faculty Chair of the Leadership Initiative at Harvard Business School (joined July 1984). Her research centers on leadership and innovation; she is also a Founding Partner of Paradox Strategies . Age: 68 (as of April 8, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Corporation (public) | Director | 2000 – Oct 2018 | Long-tenured S&P 500 financial services board experience |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Harvard Business School | Wallace Brett Donham Professor; Faculty Chair, Leadership Initiative | Joined July 1984 |
| Paradox Strategies | Founding Partner | Leadership advisory firm |
| Brigham and Women’s Hospital | Board of Directors | Current service noted |
| Global Citizens Initiative, Inc. | Board of Directors | Current service noted |
| ArtCenter College of Design | Board of Trustees | Current service noted |
| Kresge Foundation | Board of Trustees | Current service noted |
| Team8 Fintech Strategic Committee | Member | Current service noted |
| Aspen Institute Business & Society Program | Advisory Board | Current service noted |
| California Institute for Telecommunications & Information Technology | Advisory Board | Current service noted |
| Eight Inc. | Advisory Board | Current service noted |
| Morgan Stanley Institute for Sustainable Investing | Advisory Board | Current service noted |
| NACD “Future of the American Boardroom” | Commissioner | Current service noted |
Board Governance
- Independence: The board has determined all directors except the CEO are independent; Hill is independent under Nasdaq and SEC rules .
- Committee assignments (2024): Chair, Nominating & Corporate Governance; Member, Compensation .
- Attendance: Each director attended at least 75% of aggregate board and committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Board structure: Independent chair (Alexis Borisy); CEO and chair roles are separated .
- Anti-hedging/pledging: Company policy prohibits short sales, hedging, margin, and pledging by directors, officers, and employees; no exceptions approved to date .
- Related-party transactions: None involving directors/executives >$120,000 since Jan 1, 2024 .
Fixed Compensation (Director)
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $62,500 | Actual cash fees paid in 2024 |
Director cash fee policy (effective June 1, 2023): Board member annual fee $45,000; Nominating & Corporate Governance member $5,000 and chair additional $10,000; Compensation member $7,500 and chair additional $15,000; Audit member $10,000 and chair additional $20,000; R&D member $7,500 and chair additional $15,000 . For 2024, Hill’s $62,500 aligns with Board member fee ($45,000) + Nominating chair ($10,000) + Compensation member ($7,500) .
Performance Compensation (Director)
| Year | Equity Type | Grant-Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|
| 2024 | Stock options | $488,636 | Annual option grant; policy vests in full upon the earlier of 1-year anniversary of grant or next annual meeting (subject to service) |
Policy: Each non-employee director receives at each annual meeting an option grant with grant-date fair value of $488,640; new directors receive an initial option grant ($977,280 FV), vesting monthly over 36 months (subject to service) .
Other Directorships & Interlocks
| Company | Role | Current/Past | Potential Interlock/Notes |
|---|---|---|---|
| State Street Corporation | Director | Past (2000–Oct 2018) | No current interlocks disclosed with RLAY’s customers/suppliers/competitors |
Compensation Committee composition in 2024: Douglas S. Ingram (Chair), Linda A. Hill, Alexis Borisy; all independent; no compensation committee interlocks disclosed .
Expertise & Qualifications
- Leadership and organizational innovation scholar; author of leadership books and articles; research includes governance of innovation .
- Governance experience across public (State Street) and non-profit boards .
- Education: B.A. Psychology, Bryn Mawr College; M.A. Educational Psychology and Ph.D. Behavioral Sciences, University of Chicago .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Linda A. Hill, Ph.D. | 285,016 | <1% | Represents options exercisable within 60 days of April 8, 2025; no common shares listed in beneficial total . |
- Anti-hedging/pledging: Company prohibits pledging and hedging; no exceptions approved to date (alignment positive) .
- Ownership guidelines: Not disclosed in the proxy – (no guideline language found).
Governance Assessment
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Strengths
- Independent director with deep governance/leadership scholarship; chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee (positions of oversight influence) .
- Strong attendance and engagement (≥75% of meetings; attended 2024 Annual Meeting) .
- Clean conflicts profile: no related-party transactions; robust anti-hedging/pledging policy; full board independence except CEO .
- Director pay structure balanced: modest cash ($62.5k) and standardized annual option grant (~$488.6k FV) with time-based vesting tied to continued service (alignment without undue risk-taking) .
-
Watch items / signals for investors
- 2024 Say-on-Pay support was 59.9% (below common 90%+ norms). Company responded with 2025 changes: reduced NEO equity grant values (≈71% CEO; ≈76% others) and eliminated off-cycle grants; the Compensation Committee (on which Hill serves) will remain in focus to sustain improved alignment. This pertains to executive pay (not director pay) but is a governance sentiment indicator .
- Equity ownership for Hill is primarily in options rather than common stock; beneficial stake is <1%, typical for outside directors but investors often prefer meaningful outright stock ownership. No pledging allowed by policy, mitigating alignment risk .
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Overall view: Hill’s academic and governance expertise, independent status, committee leadership, and strong attendance support board effectiveness. The main governance monitoring item is executive pay alignment following a low 2024 say‑on‑pay vote—an area where the company has disclosed responsive actions; as a Compensation Committee member and Nominating & Governance chair, Hill will be central to continuing engagement and adjustments .