Jane Chung
SUTRO BIOPHARMAAbout Jane Chung
Jane Chung, R.Ph., is Chief Executive Officer (principal executive officer) and a member of the Board of Directors of Sutro Biopharma (NASDAQ: STRO) since March 2025; age 54; B.S. in Pharmacy (St. John’s University) and B.A. in Psychology (Columbia University) . She certified STRO’s Q3 2025 10-Q under SOX 302/906 as CEO, underscoring principal responsibility for disclosure controls and financial reporting . Under her leadership, the company secured FDA IND clearance for STRO-004 and initiated Phase 1, advanced dual‑payload ADC programs, and extended cash runway into at least mid‑2027 following a restructuring, focusing resources on near‑term value creation milestones .
Board service and independence: She serves as a management (non‑independent) director; the Board maintains a separate, independent Chair (Connie Matsui), and all key committees (Audit, Compensation, Nominating & Governance) are fully independent, mitigating CEO/director dual‑role concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AstraZeneca | President & GM, AstraZeneca Canada; VP Sales & Marketing, U.S. Immuno‑Oncology; Senior Commercial Business Director | 2015–2021 | Led commercial strategy and IO portfolio execution; senior general management experience |
| Onyx Pharmaceuticals | Regional Sales Director; Director, Sales Productivity & Effectiveness | 2013–2015 | Commercial excellence, productivity, and regional leadership |
| Genentech | Commercial Operations Manager; Division Manager; Senior Marketing Manager | 2003–2013 | Broad commercial leadership across operations and marketing at blue‑chip biotech |
| Sutro Biopharma | Chief Commercial Officer; President & COO; CEO & Director | 2021–present | Built commercial/operational capability; elevated to COO (Dec-2023), CEO/Director (Mar-2025) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Viracta Therapeutics, Inc. | Director | 2022–2024 | Public company board experience |
| Non‑profit boards (science, education, community) | Director/Trustee | N/A | Ongoing non‑profit governance involvement (not further specified) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | 506,217 | 560,000 |
| Base salary increase YoY | — | 10.6% |
| All other compensation ($) | 92,000 (housing/relocation allowance) | 78,000 (housing/relocation allowance) |
| Total compensation ($) | 1,497,121 | 1,443,360 |
Notes: Ms. Chung’s 2024 annual base salary was set at $560,000 following her Dec-1-2023 promotion to President & COO . Housing/relocation allowance per offer letter: $8,500/month (first two years) and $6,500/month (years 3–4) .
Performance Compensation
| Metric/Plan Element | 2024 Target | 2024 Actual/Payout | Mechanics |
|---|---|---|---|
| Annual cash bonus (% of salary) | 50% of base salary | 65% of target achieved; $182,000 earned | Corporate scorecard across development, dealmaking, manufacturing, financial, culture/compliance; overall achievement 65% |
| Stock awards (RSUs) | 100,000 units (grant date 3/5/2024), grant date fair value $454,000 | Time‑based vesting (25% annually over 4 years) | Aligns retention with long‑term value; annual vest cadence supports retention |
| Option awards | 50,000 options (3/5/2024), grant date fair value $169,360 | Vests monthly over 4 years | Upside‑only, encourages long‑term stock price appreciation |
2024 corporate bonus framework (illustrative categories and weightings): Luvelta Development & Partnering (40%), Proprietary Pipeline Progression (20%), Partnered Programs (5%), New Dealmaking (20%), Manufacturing (5%), Financial Performance (5%); Committee assessed overall achievement at 65% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 330,202 shares; represents less than 1% of outstanding (84,331,145 shares as of Mar 31, 2025) |
| Anti‑hedging/pledging | Company prohibits hedging and pledging by employees and directors |
| Clawback (recoupment) | Compensation recovery policy adopted Nov 12, 2023, covering incentive‑based comp upon restatements (SEC/Nasdaq‑compliant) |
| Executive ownership guidelines | Not disclosed in the proxy excerpts reviewed (no guideline multiple identified) |
Outstanding options (selected grants) at FY‑end 2024:
| Grant date | Exercisable | Unexercisable | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 3/5/2024 | 9,375 | 25,000 | 4.54 | 3/5/2034 |
| 3/5/2024 | — | 15,625 | 4.54 | 3/5/2034 |
| 12/1/2023 | 8,750 | 9,990 | 2.75 | 12/1/2033 |
| 12/1/2023 | — | 16,260 | 2.75 | 12/1/2033 |
| 3/3/2023 | 12,590 | 7,545 | 5.79 | 3/3/2033 |
| 3/3/2023 | 4,910 | 14,955 | 5.79 | 3/3/2033 |
| 3/4/2022 | 28,875 | 13,125 | 8.17 | 3/4/2032 |
| 8/9/2021 | 133,333 | 26,667 | 18.37 | 8/9/2031 |
RSU vesting cadence:
- 100,000 RSUs granted 3/5/2024; vests 25% annually over 4 years (first tranche in 2025) .
- 100,000 RSUs granted upon promotion (effective 12/1/2023); vests annually over 4 years .
Insider trading activity: No Form 4 filings were retrieved in the period searched (2023–2025), limiting visibility on recent sales/purchases; insider policy restricts trading windows and prohibits hedging/pledging .
Employment Terms
| Element | Terms |
|---|---|
| Original offer/role progression | Offer letter dated May 23, 2021; served as Chief Commercial Officer (joined Aug 2021), promoted to President & COO effective Dec 1, 2023 |
| CEO appointment/amended offer | Appointed CEO effective Mar 13, 2025; amended offer provides base salary $675,000, target bonus 60% of base, 2025 equity awards of 620,000 options and 310,000 RSUs (granted at 2025 annual refresh); Tier 1 participant in Severance Plan |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 18 months base salary (CEO), pro‑rata actual bonus, up to 18 months COBRA, accelerated vesting of time‑based equity that would vest within 18 months (CEO); performance awards accelerate per award terms |
| Change‑in‑control (double‑trigger) | If termination on/within 18 months after a CIC: 18 months base salary (CEO) paid lump sum, pro‑rata target bonus + 1.5× target bonus (CEO) lump sum, up to 18 months COBRA, full acceleration of stock options and RSUs (performance awards per terms); no tax gross‑ups |
| Clawback | Recoupment policy adopted Nov 12, 2023 (restatement‑based) |
| Perquisites | Housing/relocation allowance: $8,500/month years 1–2; $6,500/month years 3–4 |
Board Service & Governance
- Board tenure: Director since March 2025 (Class II director) .
- Committee roles: None (Audit, Compensation, and Nominating & Governance are independent; she is management director) .
- Independence: Not independent (CEO); nine of ten incumbent directors determined independent by the Board .
- Board leadership: Independent Chair (Connie Matsui); independent directors meet in executive session regularly .
- Director pay: Non‑employee directors receive cash retainers and annual option grants; employee directors (e.g., former CEO) receive no additional director compensation—precedent indicates Ms. Chung, as CEO, would not receive non‑employee director fees .
Additional Performance & Track Record Highlights
- Pipeline execution: IND clearance and clinical initiation for STRO‑004; advancement of dual‑payload ADC programs (including STRO‑227 target selection) .
- Strategic focus/finance: Organizational restructuring in Sept 2025; extended cash runway into at least mid‑2027 (with expected milestone receipts) .
- Leadership transition: CEO succession in March 2025; risk factors acknowledge potential retention and execution risks from leadership change and workforce reductions .
Compensation Structure Analysis
- Mix shift and risk: 2024 equity mix included time‑based RSUs (100k) plus options (50k), balancing upside alignment with retention—RSUs reduce risk vs options but increase predictable vest‑related selling windows .
- Pay for performance: Annual cash bonus tied to weighted corporate milestones; 2024 payout at 65% of target reflects partial goal achievement (e.g., mixed outcomes on luvelta development/partnering and financial goals) .
- Governance features: Double‑trigger CIC, no gross‑ups, anti‑hedging/pledging, and clawback policy reduce shareholder‑unfriendly risk .
- Market stance: 2024 equity grant values for NEOs were below median of peer benchmarks reviewed by FW Cook, indicating conservatism during transition .
Key Vesting/Trading Overhang Watchlist
- RSU vests: Annual tranches around Dec 1 (promotion award) and early March (annual grant cycle) could create periodic selling pressure absent 10b5‑1 plans .
- Option schedules: Monthly vesting creates steady trickle of exercisable supply; strikes at $18.37 (2021), $8.17 (2022), $5.79 (2023), $2.75 (12/1/2023), $4.54 (3/5/2024) define in‑/out‑of‑the‑money sensitivity .
Investment Implications
- Alignment: CEO package emphasizes long‑term equity with strict governance (double‑trigger, clawback, anti‑pledging), aligning incentives to multi‑year value inflections (clinical readouts, partnerships) .
- Retention risk vs focus: Company disclosed workforce reductions and leadership transition risk; however, 2025 CEO terms (higher salary/bonus target and sizable equity refresh) and RSU-heavy mix bolster retention through 2027 runway .
- Trading signals: Watch annual RSU vest dates (Dec 1; ~early March) and monthly option vests for potential supply; lack of retrieved Form 4s limits visibility into active selling programs .
- Execution bar: Near‑term value creation hinges on STRO‑004 clinical progress and dual‑payload differentiation; CEO’s commercial/operational pedigree suggests focus on disciplined partnering and milestone‑driven financing .