Helen Boudreau
About Helen M. Boudreau
Independent director of Shattuck Labs (STTK), age 59 as of May 21, 2025, serving since July 2020; BA in Economics (University of Maryland, summa cum laude) and MBA (UVA Darden) with NACD Directorship Certified and CERT Certificate in Cyber-Risk Oversight (Carnegie Mellon SEI) credentials . She brings 30+ years of finance and operating experience across biotech, pharma, consulting and banking and is currently Managing Director at Estuary Ventures LLC, a board/advisory services company . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Estuary Ventures LLC | Managing Director | Current | Board/advisory services focus; finance and governance expertise applied to life sciences clients |
| Bill & Melinda Gates Medical Research Institute | Chief Operating Officer | Jun 2018 – Jun 2019 | Led operational oversight for nonprofit biotech; operational rigor and clinical program support |
| Proteostasis Therapeutics, Inc. | CFO; Board Member | CFO: Jul 2017 – Jun 2018; Director: Feb 2016 – Jul 2017 | Public-company finance leadership; board governance exposure |
| FORMA Therapeutics, Inc. | Chief Financial Officer | Oct 2014 – Jun 2017 | Strategic finance and capital allocation for R&D portfolio |
| Novartis AG; Pfizer Inc. | Senior finance and strategy roles | 16 years combined | U.S. CFO Novartis Corporation and global CFO Novartis Oncology; senior finance at Pfizer; deep industry financial expertise |
| McKinsey & Company; Bank of America | Strategy and banking roles | Early career | Analytical and capital markets grounding |
External Roles
| Company | Role | Committees / Chair | Notes |
|---|---|---|---|
| Premier, Inc. (NASDAQ: PINC) | Independent Director | Audit & Compliance; Compensation; Member Agreement Review Committee (Chair) | Board determined her service on three other public-company audit committees does not impair effectiveness (Aug 2023; reaffirmed Aug 2024) |
| Rallybio Corp (NASDAQ: RLYB) | Independent Director | Audit Committee Chair | Confirmed by IR site and DEF 14A; audit financial expert designation |
| Prior public boards | Director | — | Cara Therapeutics; Evaxion Biotech A/S; Reunion Neuroscience (prior roles) |
Board Governance
- Committee assignments at STTK: Audit Committee Chair; Audit Committee members are all financially literate; Boudreau qualifies as an “audit committee financial expert” .
- 2024 committee meeting cadence: Audit 6; Compensation 4; Nominating & Corporate Governance 5 .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Boudreau is independent .
- Attendance: The Board met eight times in 2024; each director then serving attended at least 75% of Board and committee meetings; directors are encouraged to attend the annual meeting (six attended in 2024) .
- Board leadership: Independent Chairman (Golumbeski) separates oversight from CEO role; independent directors meet in executive session at each regular Board meeting .
- Risk oversight: Audit oversees financial reporting, internal controls, IT/cyber; Compensation oversees pay-related risk; Nominating oversees governance and succession .
Fixed Compensation
| Component | Policy Detail | Amounts (2024) |
|---|---|---|
| Board annual cash retainer | $40,000 for non-Chair directors; Chairman retainer $72,500 (raised from $70,000 in June 2024); Lead Independent Director $60,000 if applicable | Helen Boudreau cash paid: $57,225 |
| Committee chair fees | Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $8,000 | Included in cash above (not itemized in table) |
| Committee membership fees | Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $4,000 | Included in cash above (not itemized in table) |
| Equity – annual grant | 27,700 stock options, vest on first anniversary (or immediately prior to next annual meeting); total director cash+equity ≤ $750,000/yr | Option award grant-date fair value: $94,734; 27,700 options at $4.37 exercise price (granted Jun 21, 2024) |
| Expense reimbursement | Reasonable director out-of-pocket expenses reimbursed | As incurred |
Performance Compensation
- Director equity is time-based; no performance-conditioned metrics disclosed for directors. Annual options vest on first anniversary (or immediately prior to the next annual meeting); initial grants for new directors vest over three years and may be in options, restricted stock or RSUs at Compensation Committee discretion .
| Equity Grant Detail | Grant Date | Shares/Units | Exercise Price or Type | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual stock option (STTK) | Jun 21, 2024 | 27,700 options | $4.37 | Vests on first anniversary (or immediately prior to next annual meeting) | $94,734 |
| Annual stock option (STTK) | Jul 14, 2025 (Form 4) | 33,150 options | $0.82 | Vests in full on one-year anniversary or immediately prior to next annual meeting (per Form 4 footnote) | Form 4 link |
Other Directorships & Interlocks
- Current public boards: Premier, Inc. (committees: Audit & Compliance; Compensation; Chair of Member Agreement Review Committee), Rallybio (Audit Chair) .
- STTK independence review considered Tempus AI’s ordinary-course services where another director (Sasser) is CSO; Board found independence was not impaired—no similar related-party ties disclosed for Boudreau .
- Related-party transactions: STTK’s 2023 private placement with Redmile (Board member Michael Lee affiliated) disclosed; no Boudreau-related transactions identified .
Expertise & Qualifications
- Audit committee financial expert; financially literate under Nasdaq rules .
- Credentials: NACD Directorship Certified; CERT Certificate in Cyber-Risk Oversight (CMU SEI) .
- Education: BA Economics (Maryland, summa cum laude); MBA (UVA Darden) .
- Industry experience: Senior finance leadership at Novartis and Pfizer; CFO roles at FORMA and Proteostasis; COO at Gates MRI .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 1, 2025 table) | 168,806 shares underlying options exercisable or becoming exercisable within 60 days; <1% ownership |
| Shares outstanding basis | 47,899,240 shares used for percentage calculation |
| Director option awards held (Dec 31, 2024) | 196,506 option awards outstanding (aggregate count) |
| Hedging/derivatives policy | Company prohibits short-term trading, short sales, options/derivatives, and hedging of Company stock |
| Pledging | No pledging disclosed in proxy; none noted for directors |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| Jul 16, 2025 | Jul 14, 2025 | A (Award) | Stock Option (Right to Buy) | 33,150 | $0.82 | 33,150 options indicated in filing | |
| Jun 21, 2024 | Jun 21, 2024 | A (Award) | Stock Option (Right to Buy) | 27,700 | $4.37 | As reported in Form 4 (annual grant) |
Governance Assessment
- Strengths impacting investor confidence: Independent director; Audit Committee Chair and audit financial expert; consistent Board/committee attendance (Board-wide ≥75% in 2024); robust insider-trading and clawback policies; no related-party transactions involving Boudreau disclosed .
- Alignment signals: Director pay mix is cash plus annual options; regular equity grants with one-year vest align tenure to shareholder value creation horizons .
- Watch items / potential red flags: Multi-board commitments including audit chairs—Premier’s board explicitly assessed her multi-audit service and found no impairment, but time commitments should be monitored; limited outright common-share ownership (primarily options) may indicate lower “skin in the game” vs. share ownership; no pledging disclosed and hedging prohibited mitigates alignment risk .
Overall, Helen Boudreau presents as a technically strong, independent audit chair with deep finance credentials and active external governance roles; the primary investor consideration is balancing these commitments with engagement depth at STTK, given her chair responsibilities and option-heavy ownership profile .