Philippe Fauchet
RezoluteAbout Philippe Fauchet
Philippe Fauchet, age 67, has served as an independent director of Rezolute, Inc. since September 10, 2020, bringing more than 35 years of pharmaceutical leadership including Chairman of GSK Japan (2017–2019) and Senior VP, Head of Corporate Business Development at Sanofi-Aventis; he holds a graduate degree from HEC Paris and a law degree from Paris X (Université Paris Nanterre) and is an Honorary O.B.E. . He is classified as independent under Nasdaq rules and is currently a member of Rezolute’s Audit and Nominating & Governance Committees; he attended at least 75% of board and committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline K.K. (GSK Japan) | Chairman | Apr 2017–Feb 2019 | Led Japan operations; board leadership and market access experience |
| GlaxoSmithKline K.K. (GSK Japan) | President & Representative Director | 2010–2017 | Ran Japan P&L and commercial operations |
| Sanofi-Aventis Group | SVP & Head, Corporate Business Development; Management Committee member | Prior to 2010 (dates not specified) | Global BD leadership; M&A and transaction expertise |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Rezolute, Inc. (NASDAQ: RZLT) | Independent Director | Since Sep 2020 | Audit; Nominating & Governance member |
| JCR Pharmaceuticals Co., Ltd. (TSE Prime: 4552) | Outside Director; Independent per TSE | Indicated three-year tenure by FY2025; registered Independent | Full attendance at 14 board meetings in FY2024; designated independent on TSE |
| Noile-Immune Biotech Inc. | Outside Director | Since 2020 | Governance page lists him as Outside Director |
| Luca Science Inc. | Outside Director | Since 2022 | Listed in Noile-Immune governance bio |
| 4BIO Ventures Management Ltd. | Venture Partner | Since 2022 | Venture partner focused on life sciences |
Board Governance
- Committee assignments (as of July 1, 2025): Audit Committee (Labrucherie—Chair; Fauchet; Hogenhuis), Compensation (Hogenhuis—Chair; Harris; Kreher), Nominating & Governance (Kreher—Chair; Labrucherie; Fauchet). Prior to July 1, 2025, Mr. Fauchet also served on the Compensation Committee; he rotated off in the mid-2025 reconstitution .
- Independence: Board determined Messrs. Fauchet, Harris, Labrucherie and Drs. Hogenhuis, Kreher were independent as of June 30, 2025 under Nasdaq Rule 5605(a)(2) .
- Attendance: Board held four meetings in FY2025; each director attended at least 75% of meetings of the Board and applicable committees. Committee meetings: Audit (4), Compensation (3), Nominating & Governance (3) .
- Leadership: CEO Nevan Elam serves as Acting Chairman; Board cites flexible approach to combined/separate Chair-CEO roles and uses committees to oversee risk (Audit: financial/ERM; Compensation: incentive risks; Nominating & Governance: succession/governance) .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Total Fees Earned in Cash (FY2025) | 67,500 | Per director compensation table |
| Board Cash Retainer | 45,000 | Per footnote (4) |
| Audit Committee Member Fee | 10,000 | Per footnote (4) |
| Compensation Committee Member Fee | 7,000 | Per footnote (4) |
| Nominating & Governance Committee Member Fee | 7,000 | Per footnote (4) |
Note: Footnote component amounts sum to $69,000, while the table reports $67,500 as total cash fees; we present the table total as controlling and the footnote items as provided .
Performance Compensation
| Component | Amount (USD) | Grant Detail | Vesting |
|---|---|---|---|
| Stock Awards (RSUs) Fair Value (FY2025) | 157,065 | RSUs granted Feb 16, 2025: 25,500 at $4.61; Jun 10, 2025: 9,000 at $4.39 | One-year, fully vested by Mar 1, 2026 and Jul 1, 2026 |
| Option Awards Fair Value (FY2025) | 65,093 | Options granted Feb 16, 2025: 15,000 @ $4.61; Jun 10, 2025: 5,000 @ $4.39; 10-year term | One-year, fully vested by Mar 1, 2026 and Jul 1, 2026 |
| Grant Date | Type | Shares | Strike Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Feb 16, 2025 | RSU | 25,500 | n/a | n/a | Full vest by Mar 1, 2026 |
| Jun 10, 2025 | RSU | 9,000 | n/a | n/a | Full vest by Jul 1, 2026 |
| Feb 16, 2025 | Options | 15,000 | 4.61 | 10 years from grant | Full vest by Mar 1, 2026 |
| Jun 10, 2025 | Options | 5,000 | 4.39 | 10 years from grant | Full vest by Jul 1, 2026 |
Performance metrics: Rezolute does not disclose performance-based vesting for director equity grants; FY2025 director awards are time-based (one-year) vesting . Company-wide compensation policies include a clawback compliant with SEC/Nasdaq, and prohibitions on hedging/pledging/margin for insiders .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlocks/Notes |
|---|---|---|---|
| JCR Pharmaceuticals Co., Ltd. | Outside Director; Independent | Public (TSE Prime: 4552) | Full attendance; designated independent; no disclosed RZLT transactions |
| Noile-Immune Biotech Inc. | Outside Director | Private | No disclosed RZLT transactions |
| Luca Science Inc. | Outside Director | Private | No disclosed RZLT transactions |
| 4BIO Ventures Management Ltd. | Venture Partner | Private | Investment role not disclosed as related-party to RZLT |
- Shared background: Fauchet and fellow RZLT director Wladimir Hogenhuis both previously held senior roles at GSK, indicating complementary big-pharma governance perspectives rather than current interlocks; no related-party transactions reported with Fauchet .
Expertise & Qualifications
- Strategic BD/M&A expertise from Sanofi-Aventis and chair/president experience in Japan (GSK), with governance roles across multiple biotech boards (Japan and US), supporting audit governance and international operations oversight .
- Formal training: HEC Paris (graduate) and Paris X (law), Honorary O.B.E.; recognized for leadership in pharma sector .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (as of Sep 22, 2025) | 107,500 shares via stock options exercisable within 60 days; less than 1% of outstanding shares |
| Unvested RSUs (director) | 34,500 shares unvested |
| Options – Vested | 104,166 shares underlying vested options |
| Options – Unvested | 35,834 shares underlying unvested options |
| Pledging/Hedging | Insider policy prohibits hedging, short sales, options trading, and pledging/margin accounts except limited pre-approved cases |
No pledging or related-party holdings disclosed for Mr. Fauchet; Section 16 compliance notes late Form 4s for other directors, not for Mr. Fauchet .
Governance Assessment
- Independence and committee roles: Independent status with dual membership on Audit and Nominating & Governance provides oversight over financial reporting and board composition; rotated off Compensation mid-2025, reducing potential compensation conflicts .
- Attendance/engagement: Met attendance thresholds; board and committee cadence (Audit 4, Comp 3, N&G 3) indicates periodic involvement consistent with small-cap biotech norms; external boards show high engagement (full attendance at JCR) .
- Compensation alignment: Director pay skews to equity ($222,158 fair value in FY2025 vs $67,500 cash), with one-year time-based vesting aligning near-term incentives to company performance; no performance metrics tied to director awards—common for directors but less pay-for-performance specificity. Clawback and anti-hedging policies strengthen alignment and investor protection .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Fauchet; Audit Committee pre-approves RPTs. His multiple external directorships are in biopharma but no disclosed overlaps with Rezolute customers/suppliers; monitor for any future partnerships with JCR/Noile/Luca .
- Risk indicators: No legal proceedings or sanctions disclosed for directors; insider trading controls in place; CEO serves as Acting Chair which concentrates power—mitigated by independent committee leadership and presence of experienced independent directors like Fauchet .
Overall signal: Strong governance profile for Fauchet with seasoned pharma leadership and active committee service; limited conflict exposure; equity-heavy director pay supports alignment though lacking explicit performance conditions, and board leadership structure (CEO as Acting Chair) remains a structural consideration for investors .