Heidi Hunter
SUTRO BIOPHARMAAbout Heidi Hunter
Heidi Hunter, 66, is an independent Class I director at Sutro Biopharma (since November 2021) and serves on the Audit Committee (designated an “audit committee financial expert”) and the Science & Technology Committee; she holds a B.A. in Economics from the University of Michigan and an M.B.A. from the University of Chicago Booth School of Business . Her background includes President, Cardinal Health Specialty Solutions; SVP, UCB (2015–2020); SVP & GM, Boehringer Ingelheim (2011–2015); and earlier commercial leadership at Ciba‑Geigy/Novartis and Wyeth/Pfizer .
Past Roles
| Organization | Role | Tenure/Dates | Notes/Impact |
|---|---|---|---|
| Cardinal Health Specialty Solutions | President | — | Led specialty healthcare businesses |
| UCB | Senior Vice President | Sep 2015 – Sep 2020 | Neurology and immunology focus |
| Boehringer Ingelheim | SVP & General Manager | 2011 – 2015 | Commercial leadership |
| Ciba‑Geigy (now Novartis) | Sales/Marketing leadership | — | Commercial roles |
| Wyeth (now Pfizer) | Sales/Marketing leadership | — | Led oncology business |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Vicore Pharma Holding AB | Director | Current (as disclosed) | Not disclosed |
| Bavarian Nordic | Director | Current (as disclosed) | Not disclosed |
| IO Biotech | Director | Current (as disclosed) | Not disclosed |
Board Governance
- Independence: The Board determined Ms. Hunter is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member (designated financial expert) and Science & Technology Committee member .
- Attendance: In 2024, no director attended fewer than 75% of aggregate Board/committee meetings; Board (7), Audit (4), Science & Technology (5) meetings held .
- Leadership: Separate Chair (Connie Matsui) and CEO roles; independent Board Chair structure .
- Audit Committee report signatory: Listed on the Audit Committee report submitted with 2024 financials .
- Related party transactions: None meeting Item 404 threshold since Jan 1, 2023 involving directors, including Ms. Hunter .
- Anti‑hedging/pledging: Policy prohibits hedging, margin loans, and pledging by directors; insider trading policy prohibits hedging .
Fixed Compensation (Director)
| Item | Amount/Detail |
|---|---|
| 2024 Fees Earned (Cash) | $65,000 |
| Committee memberships (2024) | Audit (member); Science & Technology (member) |
| Cash program rates (reference) | Annual director retainer $40,000; Audit member $10,000; Science & Technology member $5,000; Chair adders not applicable to Hunter |
Program notes: In 2024, Compensation and Audit member fees increased (Comp member to $8,500 from $7,000; Compensation Chair to $17,000 from $14,000) and the annual option grant size for directors increased to 35,000 shares (from 25,000 in 2023) .
Performance Compensation (Director Equity)
| Equity Element | Quantity/Value | Vesting/Terms |
|---|---|---|
| 2024 Option Awards (grant-date fair value) | $98,350 | Non‑employee directors receive annual options for 35,000 shares, vesting monthly until earlier of next AGM or 1‑year anniversary |
| Outstanding director option awards (12/31/2024) | 112,384 options outstanding | Standard director option terms per plan; time‑based vesting |
No performance‑conditioned equity for directors is disclosed; director equity is time‑based options under the program .
Other Directorships & Interlocks
| Company | Overlap/Relationship to STRO | Potential Conflict Noted |
|---|---|---|
| Vicore Pharma Holding AB | No STRO related‑party transaction disclosed | None disclosed |
| Bavarian Nordic | No STRO related‑party transaction disclosed | None disclosed |
| IO Biotech | No STRO related‑party transaction disclosed | None disclosed |
Expertise & Qualifications
- Audit literacy and designation as an “Audit Committee financial expert” by the Board .
- Deep biopharma commercial leadership (oncology, neurology, immunology) across Cardinal Health, UCB, Boehringer Ingelheim, Ciba‑Geigy/Novartis, and Wyeth/Pfizer .
- Advanced education: M.B.A. (Chicago Booth); B.A. in Economics (University of Michigan) .
- Science & Technology Committee member, aligning domain expertise with R&D oversight .
Equity Ownership
| Metric | Amount |
|---|---|
| Common shares owned (3/31/2025) | 0 |
| Options exercisable within 60 days (3/31/2025) | 109,467 |
| Beneficial ownership % | <1% (as indicated by asterisk in table) |
| Outstanding director options (12/31/2024) | 112,384 |
| Hedging/Pledging | Prohibited for directors by policy |
Governance Assessment
- Strengths: Independent director with relevant biopharma commercialization expertise; designated Audit Committee financial expert; consistent attendance (≥75% threshold met by all directors in 2024); independent Chair/CEO structure; no related‑party transactions disclosed; anti‑hedging/pledging policy; strong 2024 Say‑on‑Pay support (98.8%) signaling broad shareholder alignment on compensation governance .
- Notable program changes: 2024 increased annual director option grant size to 35,000 shares and raised certain committee cash retainers; Ms. Hunter’s 2024 director compensation comprised $65,000 in cash and $98,350 in option grant‑date value (time‑based) .
No red flags identified in company disclosures regarding related‑party transactions, loans, or pledging/hedging; attendance met policy expectations; Ms. Hunter stands for re‑election as a Class I nominee (term to 2028 if elected) .