Mona Ashiya
About Mona Ashiya
Mona Ashiya, Ph.D., age 56, joined the Shattuck Labs (STTK) Board of Directors on August 25, 2025 as a Class I director, serving until the next election of Class I directors. She is a long-tenured Member at OrbiMed Advisors LLC (since 2010), currently serving on the boards of Disc Medicine, Inc. (Nasdaq: IRON) and several private companies. Ashiya holds a B.A. from the University of California, Berkeley and a Ph.D. in Cellular, Molecular and Developmental Biology from the University of Pittsburgh. She was appointed as an “OrbiMed Designee” pursuant to a letter agreement tied to Shattuck’s August 2025 private placement financing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed Advisors LLC | Member (various roles of increasing responsibility) | 2010–present | Investment leadership; sponsor/board designee at STTK |
| Shattuck Labs, Inc. | Director (Class I) | Appointed 08-25-2025 | Not disclosed (no committee assignments given in appointment 8-K) |
External Roles
| Organization | Role | Listing/Status | Notes |
|---|---|---|---|
| Disc Medicine, Inc. | Director | Nasdaq: IRON | Current board service |
| Multiple private companies | Director | Private | Not enumerated |
| OrbiMed Advisors LLC | Member | Private investment adviser | Long-tenured investment professional |
Board Governance
- Appointment and status: Ashiya was appointed as an “OrbiMed Designee” under an August 4, 2025 letter agreement entered in connection with Shattuck’s ~$103M private placement led by OrbiMed; OrbiMed can designate up to two directors while holding ≥15% of common shares, and one director while holding ≥7.5% .
- Committee assignments: The appointment 8-K assigns Dr. Dan Baker to Audit and Nominating Committees; no committee assignment was disclosed for Ashiya at appointment .
- Independence: Documents identify Ashiya as an OrbiMed Designee affiliated with a major investor; the filing does not state Nasdaq “independent” status for her. OrbiMed’s Schedule 13D further notes Ashiya’s role and OrbiMed’s ability to influence control via designated directors .
- Board composition changes: Concurrent with the August 2025 financing, four prior directors stepped down (Tyler Brous, Carrie Brownstein, Michael Lee, Kate Sasser) as part of the board transition adding Ashiya and Baker .
- Attendance and engagement: 2024 Board met eight times; all then-serving directors attended ≥75% of meetings. Ashiya joined in 2025; her individual attendance has not yet been disclosed .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board membership (cash retainer) | 40,000 | Paid quarterly; policy effective 06-21-2024 |
| Chairman of the Board | 72,500 | Increased from $70,000 in June 2024 |
| Lead Independent Director (if applicable) | 60,000 | Not applicable to Ashiya |
| Audit Committee – Chair | 15,000 | — |
| Audit Committee – Member | 7,500 | — |
| Compensation Committee – Chair | 10,000 | — |
| Compensation Committee – Member | 5,000 | — |
| Nominating & Corporate Governance – Chair | 8,000 | — |
| Nominating & Corporate Governance – Member | 4,000 | — |
| Reimbursement of expenses | Actuals reimbursed | Reasonable out-of-pocket per policy |
| Annual non-employee director cash+equity cap | 750,000 (grant date fair value basis) | Per policy |
| Equity Grant | Grant Date | Instrument | Number of Options | Vesting | Exercise Price | Notes |
|---|---|---|---|---|---|---|
| Initial director award | 08-25-2025 (Closing Date) | Stock options | 66,300 | Vests over 3 years, subject to continued service | Not disclosed | Entitled to annual director compensation per policy |
Performance Compensation
| Performance Metric | Applied to Director Compensation? | Source/Notes |
|---|---|---|
| Revenue growth | Not disclosed as a director metric | Director policy specifies cash retainers and option grants; no performance metrics cited |
| EBITDA/TSR percentile | Not disclosed as a director metric | — |
| ESG goals | Not disclosed as a director metric | — |
| Discretionary bonuses for directors | Not disclosed | — |
Shattuck’s non-employee director compensation policy describes cash retainers and time-vested equity awards; it does not list performance-based metrics for director compensation .
Other Directorships & Interlocks
- OrbiMed designation rights: Letter Agreement (08-04-2025) grants OrbiMed up to two designees at ≥15% ownership and one designee at ≥7.5%; Ashiya serves as an OrbiMed Designee .
- Private placement leadership: OrbiMed led Shattuck’s up to ~$103M August 2025 private placement financing; Ashiya’s appointment occurred with that closing .
- Influence and transfer obligations: OrbiMed’s Schedule 13D states Ashiya is a Board member and may influence control; any securities or economic benefits granted to her as a STTK director are obligated to be transferred to OrbiMed entities (OPI IX) per an agreement with OrbiMed Advisors and OrbiMed GP .
| OrbiMed Entity | Shares Outstanding Held | Warrants (Excluded by blocker) | Notes |
|---|---|---|---|
| OrbiMed Private Investments IX, LP (OPI IX) | 5,255,106 | Not included (warrant holdings excluded) | Voting/dispositive authority via OrbiMed GP/Advisors |
| OrbiMed Genesis (Genesis) | 1,051,021 | Pre-Funded 2,022,277; Common 3,073,298 (subject to 9.99% blocker) | Managed by OrbiMed Genesis |
| PIPE pricing | Common $0.8677; Pre-Funded $0.8676 | — | PIPE closed 08-25-2025 |
Expertise & Qualifications
- Investment and biotech governance expertise: Long-standing OrbiMed Member; current Disc Medicine director and private boards .
- Academic credentials: B.A. UC Berkeley; Ph.D. University of Pittsburgh (Cellular, Molecular and Developmental Biology) .
- Statement on commitment: The press release quotes her alignment with Shattuck’s focus on immune-mediated diseases, reflecting domain interest and network relevance .
Equity Ownership
| Item | Quantity/Status | Notes |
|---|---|---|
| Form 3 (Initial Statement) | No securities beneficially owned (filed 09-02-2025) | Event date 08-25-2025 |
| Initial option grant | 66,300 options (time-vested) | Vest over 3 years; per OrbiMed agreement, any securities/economic benefits are transferred to OrbiMed entities (OPI IX) |
| Personal share ownership % | Not disclosed; Form 3 indicates none | — |
| Hedging/pledging | Company policy prohibits hedging/short sales for directors | Insider Trading Policy applies to directors |
Governance Assessment
- Committee roles/board effectiveness: No committee assignment disclosed for Ashiya at appointment; governance influence arises via OrbiMed designation rights. This creates a structurally significant investor-affiliated voice without a stated committee oversight domain, reducing direct accountability signals (e.g., audit/comp) from her role at initial appointment .
- Independence & conflicts: As an OrbiMed Designee with an obligation to transfer director equity awards to OrbiMed, Ashiya is affiliated with a major shareholder with board designation rights, representing a potential conflict-of-interest vector in capital allocation, financings, and strategic transactions (RED FLAG). The 13D explicitly notes OrbiMed’s ability to affect and influence control and Ashiya’s transfer obligations for equity awards .
- Ownership alignment: Form 3 shows no beneficial ownership, and transfer obligations route any equity economics to OrbiMed. This weakens personal “skin-in-the-game” alignment, shifting incentives toward OrbiMed fund-level objectives rather than individual director wealth alignment (RED FLAG) .
- Related party controls: Shattuck maintains a Related Person Transaction Policy overseen by the Audit Committee, including conflict screening and arm’s-length principles—an important mitigating control given OrbiMed’s PIPE and board rights .
- Board engagement: Company-wide 2024 attendance was ≥75% for all then-serving directors; Ashiya’s 2025 attendance not yet disclosed. Virtual meeting structure and stockholder engagement practices are documented and robust .
Overall investor signal: A sophisticated life sciences investor representative adds capital markets and sector expertise; however, affiliation and transfer obligations to OrbiMed create tangible governance conflicts and dilute individual director ownership alignment. Monitoring is warranted around financing decisions, strategic partnerships, and committee placements to ensure independent oversight and robust related-party governance .
Board Governance (Reference Data)
| Board/Committee Practice | 2024 Activity | Notes |
|---|---|---|
| Board meetings | 8 meetings | ≥75% attendance for all then-serving directors |
| Audit Committee | 6 meetings; chaired by Helen Boudreau; members Boudreau, Brous, Gibson | Financial expert designation; oversees auditor independence |
| Compensation Committee | 4 meetings; chaired by Golumbeski; members Golumbeski, Brous, Siegall | Independent consultant (Aon); no conflicts |
| Nominating & Corporate Governance | 5 meetings; chaired by Neil Gibson; members Brownstein, Sasser | Oversees director succession/board composition |
Insider Filings
| Form | Filed Date | Key Disclosure |
|---|---|---|
| Form 3 | 09-02-2025 | No securities beneficially owned; Power of Attorney designations filed |
| S-3 Signatures | 09-18-2025 | Ashiya listed among directors signing registration statement |
Additional note: Press release and 8-K/A reiterate August 2025 appointments of Ashiya and Baker and financing completion .
Related Party & Financing Reference
- August 2025 Private Placement: Up to ~$103M financing led by OrbiMed, with pricing at $0.8677 per common share + warrant and $0.8676 per pre-funded warrant + warrant; warrants feature a 9.99% beneficial ownership blocker. Closed on 08-25-2025 .
- OrbiMed Rights and Holdings: OrbiMed held >15% at closing, entitling two designees and one independent designee; holdings attributed to OPI IX and Genesis disclosed in 13D .
- Registration rights: PIPE investors, including OrbiMed entities, received resale registration rights post-closing .