Jane Huang
About Jane Huang
Jane Huang, M.D. (age 52) is a Class I independent director at Protara Therapeutics, serving since June 2021, with her current term expiring at the 2027 annual meeting. She is President and Chief Medical Officer at Prelude Therapeutics and previously held senior clinical development roles at BeiGene, Acerta Pharma, and Genentech; she is board certified in hematology, oncology, and internal medicine, and holds a B.S. from Stanford and an M.D. from University of Washington, with residency/fellowships at Stanford. The board has affirmatively determined Dr. Huang is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prelude Therapeutics Incorporated | President & Chief Medical Officer | Since Apr 2022 | Leads clinical-stage precision oncology programs |
| BeiGene, Ltd. | Chief Medical Officer, Hematology | Sep 2016–Mar 2022 | Oversaw hematology drug development; key role in approvals for tislelizumab (PD-1) and zanubrutinib (BTK) |
| Acerta Pharma B.V. | Vice President & Head of Development | Prior to Genentech tenure (dates not specified) | Led global clinical development for acalabrutinib (BTK) |
| Genentech (Roche) | Group Medical Director | Prior to Acerta tenure (dates not specified) | Led drug development for venetoclax, obinutuzumab, among others |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Clinical Assistant Professor (adjunct), Thoracic Oncology | Not specified | Academic appointment |
Board Governance
- Board classification: Class I director (Huang) with term expiring in 2027; board has three classes with staggered three-year terms .
- Committee memberships: Scientific Advisory Committee (member); the SAC is chaired by Richard Levy; all SAC members are independent .
- Independence: Board determined Huang (and a majority of the board) is independent under Nasdaq rules .
- Attendance: In 2024, the board met 7 times; audit 4; compensation 6; nominating & corporate governance 3; scientific advisory 5; each director attended at least 75% of aggregate board/committee meetings; independent directors held 5 executive sessions .
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Scientific Advisory Committee | Member | Richard Levy | 5 |
| Audit Committee | Not a member | Gregory Sargen | 4 |
| Compensation Committee | Not a member | Cynthia Smith | 6 |
| Nominating & Corporate Governance | Not a member | Luke Beshar | 3 |
| Board of Directors | Director | Independent Chair: Luke Beshar | 7 |
Fixed Compensation
- 2024 non-employee director compensation (actual): Dr. Huang received $65,000 in cash fees and $20,598 in option award grant-date fair value, totaling $85,598 .
- Non-Employee Director Compensation Policy (effective April 1, 2025): annual cash retainer $40,000; committee member retainers include $25,000 for the Scientific Advisory Committee; chair retainers higher; caps of $750,000 per year for director compensation ($1,000,000 in first year) .
| Year/Policy | Cash Retainer ($) | Committee Member Fee ($) | Chair Fee ($) | Meeting Fees |
|---|---|---|---|---|
| 2024 Actual (Huang) | 65,000 | Included in cash (committee breakdown not separately disclosed) | N/A | Not disclosed |
| 2025 Policy (General) | 40,000 (all directors) | Scientific Advisory Committee: 25,000; Audit: 7,500; Compensation: 6,000; Nominating & Corporate Governance: 5,000 | Scientific Advisory Committee: 50,000; Audit: 15,000; Compensation: 12,000; Nominating & Corporate Governance: 9,000 | Not disclosed |
Performance Compensation
- 2024 equity awards (actual): Dr. Huang’s option awards grant-date fair value was $20,598; she had 60,000 shares outstanding under options as of Dec 31, 2024; RSUs: none unvested and 0 vested but not settled .
- Equity award structure (policy): initial option grant of 48,000 shares for new directors (1/3 vest at year one, remainder vest in 24 equal monthly installments); annual option grant of 24,000 shares vesting in full at first anniversary; director awards fully vest upon a “change in control” per the director policy . The 2024 Equity Plan permits performance-based awards, applies a clawback policy, disallows repricing without shareholder approval, and states double-trigger change-in-control protection for plan participants generally .
| Equity Element | Grant Size | Vesting | Performance Metrics | Change-in-Control |
|---|---|---|---|---|
| 2024 Option Awards (Huang actual) | Grant-date fair value: $20,598; options outstanding: 60,000 | Not specified in proxy for individual grants | None disclosed for directors | Not specified for 2024 grant; director policy provides full vesting upon change in control |
| Director Initial Option (Policy) | 48,000 shares | 1/3 on 1st anniversary; remainder over 24 months | None specified | Full vesting at change in control (director policy) |
| Director Annual Option (Policy) | 24,000 shares | Vest in full on 1st anniversary | None specified | Full vesting at change in control (director policy) |
| Plan Design (2024 Plan) | N/A | Minimum one-year vesting generally | Performance-based awards permitted | Double-trigger protection for participants; clawback; no repricing; no tax gross-ups |
RED FLAG: Director policy’s single-trigger full vesting upon change in control appears more favorable than the plan’s general double-trigger standard, which investors often view as less aligned; this mismatch should be monitored for governance alignment .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board service for Dr. Huang is disclosed in the proxy biography . |
Expertise & Qualifications
- Deep oncology drug development leadership across PD-1, BTK, BCL-2 programs; regulatory approval experience (tislelizumab, zanubrutinib) .
- Board-certified in hematology, oncology, internal medicine; academic appointment at Stanford Thoracic Oncology .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components | Pledging/Hedging |
|---|---|---|---|---|
| Jane Huang, M.D. | 60,000 | Less than 1% | Options outstanding: 60,000; RSUs vested but not settled: 0; no unvested RSUs | Company policy prohibits hedging and pledging by directors |
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 20,420,306 | 134,110 | 2,055,728 | 7,204,156 |
- Outcome: Shareholders approved the say-on-pay proposal and the amendment to the 2024 Equity Incentive Plan, indicating broad support for compensation design .
Governance Assessment
- Independence and engagement: Huang is independent; she attended at least 75% of board/committee meetings, and serves on the Scientific Advisory Committee, supporting board oversight of R&D risk and strategy .
- Skills fit: Her oncology development expertise directly aligns with Protara’s clinical priorities, strengthening SAC effectiveness and board technical depth .
- Ownership alignment: Beneficial ownership is modest (<1%); holdings are predominantly options (60,000), with no RSUs; insider policy bans hedging/pledging, and the equity plan includes a clawback—positive alignment features, though low direct ownership may temper signals of long-term skin-in-the-game .
- Compensation structure: Director cash fees and time-based option grants are standard; performance metrics are not used in director equity awards. Note the single-trigger vesting for directors upon change in control (policy) versus plan’s double-trigger framework—monitor for potential misalignment with shareholder preferences .
- Conflicts/related-party exposure: No related-party transactions specific to Huang are disclosed; the company maintains a formal related person transaction policy overseen by the audit committee .