Shao-Lee Lin
About Shao-Lee Lin
Shao‑Lee Lin, M.D., Ph.D., age 58, has served as an independent director of Surrozen since January 2021. She co‑founded and served as CEO of ACELYRIN, Inc. until May 2024, and previously held senior R&D roles at Horizon Pharma, AbbVie, Gilead, and Amgen; she holds a B.S. in chemical engineering and biochemistry (Rice University) and M.D./Ph.D. from Johns Hopkins School of Medicine . Her tenure on Surrozen’s board is in Class II with her term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACELYRIN, Inc. | Co‑founder; Chief Executive Officer | Through May 2024 | Led a publicly traded biopharma; executive oversight of development strategy |
| Horizon Pharma plc | EVP, R&D; Chief Scientific Officer | Jan 2018 – Jan 2020 | Led R&D and scientific strategy |
| AbbVie Inc. | Corporate officer; VP Therapeutic Areas, Development Excellence & International Development | Apr 2015 – Dec 2017 | Portfolio and development leadership |
| Gilead Sciences, Inc. | VP, Inflammation & Respiratory Development | Aug 2012 – Feb 2015 | Program leadership in I&I |
| Amgen Inc. | Various roles of increasing responsibility | Apr 2004 – Aug 2012 | Discovery and development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Principia Biopharma Inc. | Director | Apr 2019 – Sep 2020 | Public company; board service until acquisition by Sanofi |
| Academic appointments | Clinical Scholar (Rockefeller); Adjunct faculty (Cornell, UCLA, Stanford, Northwestern) | Various | Scientific/clinical teaching and mentorship |
Board Governance
- Independence: Board determined all directors except the CEO (Craig Parker) are independent; Lin qualifies under Nasdaq standards .
- Committees: Compensation Committee member (chair: Mary Haak‑Frendscho); not on Audit or Nominating/Governance .
- Attendance: In 2024, each director met at least 75% attendance for board and committee meetings (except Kutzkey); Lin satisfied the standard .
- Executive sessions: Non‑management and independent directors hold regular executive sessions; independent‑only sessions occur at least twice per year .
- Board structure: Independent Chair (David J. Woodhouse) separate from CEO .
Fixed Compensation
| Year | Board Cash Retainer ($) | Committee Member Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 35,000 | 5,000 (Compensation member) | 40,000 | Policy: $35k director retainer; $5k committee member |
| 2023 | 35,000 | 5,000 (Compensation member) | 40,000 | Same policy |
Director fee policy (non‑employee directors):
- Board retainer $35,000; Chair add $30,000; Audit Chair $15,000/Audit member $7,500; Compensation Chair $10,000/Comp member $5,000; Nominating Chair $8,000/Nom member $4,000; annual option grant at each AGM (1,333 options) vesting on one‑year anniversary; initial option grant (2,666 options) vesting monthly over 36 months; 10‑year term, strike at grant-date fair market value; accelerated vesting upon change of control .
Performance Compensation
| Grant Date | Type | Quantity | Exercise Price ($/sh) | Vesting | Expiration |
|---|---|---|---|---|---|
| Jun 2024 | Nonstatutory stock options | 1,333 | 11.00 | Fully vests on one‑year anniversary | 10‑year term per policy (not later than 10 years) |
| Initial board grant (on appointment) | Nonstatutory stock options | 2,666 | FMV at grant | 36 equal monthly installments | ≤10 years |
As of Dec 31, 2024, Lin held 3,999 director option awards outstanding (sum of initial + annual award counts) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| Principia Biopharma Inc. | Director (2019–2020) | Prior role; no Surrozen related‑party ties disclosed |
| ACELYRIN, Inc. | CEO (to May 2024) | No Surrozen related‑party transactions disclosed involving Lin – |
- Related‑party exposure at Surrozen largely involves entities affiliated with The Column Group (TCG): research collaboration with TCGFB and multiple private placements; Lin is not identified as affiliated with TCG in Surrozen’s disclosures .
Expertise & Qualifications
- Deep drug development leadership spanning discovery to registration across multiple therapeutic areas (Amgen, Gilead, AbbVie, Horizon) .
- Scientific/clinical training (M.D./Ph.D.) with academic appointments; experience as public company CEO .
- Brings clinical, regulatory and portfolio management expertise aligned with Surrozen’s biotech focus .
Equity Ownership
| Holder | Total Beneficial Ownership (sh) | % of Outstanding | Composition Detail |
|---|---|---|---|
| Shao‑Lee Lin, M.D., Ph.D. | 5,007 | <1% | 2,341 restricted stock awards ; 2,666 options exercisable within 60 days |
- Shares outstanding at record date: 3,281,169 (for % context) .
- Anti‑hedging/pledging: Company policy prohibits short sales, options, hedging, margin accounts, and pledging of company stock by directors .
- Director option/RSU vesting: As per non‑employee director policy summarized above .
- Stock ownership guidelines: Governance Guidelines reference stock ownership, but a specific numeric director ownership multiple is not disclosed in the proxy .
Governance Assessment
- Strengths: Independent status; active role on compensation committee; consistent attendance; robust anti‑hedging/anti‑pledging policy; transparent director fee structure with modest cash retainer and equity aligning long‑term interests .
- Potential watch‑items: Extensive external executive‑level responsibilities (CEO role concluded May 2024), requiring ongoing monitoring for time allocation though no attendance shortfalls disclosed; no direct related‑party ties noted for Lin in Surrozen’s transactions –.
- RED FLAGS: None disclosed specific to Lin (no related‑party transactions, no hedging/pledging, attendance ≥75%) –.