Heather Turner
About Heather Turner
Heather Turner, J.D., age 52, joined Terns Pharmaceuticals’ board in November 2024 and is a Class I director up for re‑election in 2025; her term would run to the 2028 annual meeting if re‑elected . She is currently CEO of LB Pharmaceuticals, Inc. (since November 2024) and previously held senior legal and operating roles at multiple biopharma companies; she earned a J.D. from UCLA and a B.A. in Environmental Studies from UC Santa Barbara . She is independent under Nasdaq rules and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carmot Therapeutics Inc. | Chief Executive Officer | Jan 2023 – Jun 2024 | Led a privately-held biotech through operational period |
| Carmot Therapeutics Inc. | Chief Operating Officer | Sep 2022 – Jan 2023 | Built operating cadence prior to CEO role |
| Lyell Immunopharma, Inc. | Chief General Counsel | Dec 2019 – May 2022 | Oversight of legal; public company environment |
| Lyell Immunopharma, Inc. | General Counsel | Apr 2019 – Dec 2019 | Established corporate legal foundations |
| Sangamo Therapeutics, Inc.; Atara Biotherapeutics, Inc.; Orexigen Therapeutics, Inc.; Conor Medsystems Inc. | General Counsel and leadership roles | Prior to 2019 | Multiple legal leadership posts across biotech |
| Cooley LLP | Attorney, Business Department | Early career | Foundational corporate/transactional experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| LB Pharmaceuticals, Inc. | Chief Executive Officer | Nov 2024 | Clinical-stage biopharmaceutical company |
| Avalyn Pharma, Inc. | Director | N/A | Current board service |
Board Governance
- Classification and term: Class I director; current term expired at the June 11, 2025 annual meeting; standing for re‑election to a term ending at the 2028 annual meeting .
- Committee assignments: Audit Committee member; Audit chaired by Jill Quigley; members all independent under Nasdaq and SEC Rule 10A-3 .
- Independence: Board determined all directors other than the CEO (Amy Burroughs) are independent; Turner is independent .
- Board and committee meeting cadence and attendance (2024): Board 9 meetings; Audit 4; Compensation 5; Nominating & Corporate Governance 6; each current member attended at least 75% of applicable meetings; six of seven then‑serving directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Policy Amount (2024) | Policy Update (Feb 2025) | Notes |
|---|---|---|---|
| Non‑Employee Director Base Fee | $40,000 | Unchanged | Annual retainer |
| Board Chair Base Fee | $70,000 | Unchanged | Annual retainer for chair |
| Audit Committee Chair | $15,000 | Unchanged | Annual committee chair fee |
| Audit Committee Member (non‑chair) | $7,500 | Unchanged | Annual committee member fee |
| Compensation Committee Chair | $10,000 | $12,000 | Increased in 2025 |
| Compensation Committee Member | $5,000 | $6,000 | Increased in 2025 |
| Nominating & Governance Chair | $8,000 | $10,000 | Increased in 2025 |
| Nominating & Governance Member | $4,000 | $5,000 | Increased in 2025 |
| Research & Development Chair | $10,000 | $12,000 | Increased in 2025 |
| Research & Development Member | $5,000 | $6,000 | Increased in 2025 |
| Base Fee Options Election | Available starting Jul 1, 2024; options in lieu of cash if 30‑day avg ≥ $3.00 | Continues | Black‑Scholes value ≈ base fee; otherwise cash |
2024 director fees earned by Heather Turner (partial year service): Cash $5,679; Option awards grant-date fair value $244,121; Total $249,800 . Initial director option grant in November 2024: 64,000 options (per policy) .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Non‑Employee Director Initial Option Grant | Nov 2024 | 64,000 | $244,121 | Vests 1/3 on 1st anniversary of grant, then 1/36 monthly over next 24 months, subject to service | Initial and Annual Grants vest in full upon change in control |
Other Directorships & Interlocks
| Company | Role | Public/Private (as disclosed) | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Avalyn Pharma, Inc. | Director | Not specified | No related‑party transactions disclosed involving Turner in proxy |
| LB Pharmaceuticals, Inc. | CEO | Clinical-stage; listing not specified | External CEO role implies time commitments; no disclosed transactions with Terns |
Expertise & Qualifications
- Executive leadership: CEO roles (LB Pharmaceuticals; Carmot Therapeutics), COO (Carmot) .
- Legal and governance: General Counsel leadership across multiple biotech companies; foundational corporate law experience at Cooley LLP .
- Industry breadth: Extensive biopharma operating and legal background; current board service at Avalyn Pharma .
- Financial oversight: Audit Committee member; board determined Audit members meet financial literacy standards and Quigley is financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Ownership (%) | Notable Details |
|---|---|---|---|
| Heather Turner, J.D. | — | <1% | No options exercisable within 60 days of April 14, 2025 due to initial grant vesting; 64,000 options outstanding as of Dec 31, 2024 |
Anti‑hedging and clawback:
- Company does not have a hedging policy for employees, officers, and directors at this time (governance risk consideration) .
- Compensation Recovery (clawback) policy adopted Oct 2023; applies to officers for restatements per SEC/Nasdaq rules .
Governance Assessment
- Independence and committee fit: Turner is independent and serves on the Audit Committee, aligning her legal/operational expertise with financial oversight responsibilities; Audit members are independent under Nasdaq and SEC rules .
- Engagement: Board and committees met regularly in 2024; all current members met at least the 75% attendance threshold; indicates baseline engagement, though Turner joined late in 2024 .
- Compensation structure: Director pay is modest cash retainer plus equity options (64,000 initial; 32,000 annual grants historically; increased to 90,000/45,000 from 2025), supporting alignment but with time‑based vesting rather than performance‑based equity .
- Ownership alignment: Turner’s beneficial ownership is <1% and her initial options are unexercisable within 60 days of the record date, typical for new directors but represents limited current “skin in the game”; options outstanding: 64,000 .
- RED FLAGS:
- No hedging policy for directors could permit hedging transactions that weaken alignment with shareholders if undertaken; consider monitoring the adoption of a hedging policy .
- Emerging Growth Company status means no say‑on‑pay, reducing direct shareholder feedback channels on compensation practices (contextual governance consideration) .
- Related‑party and conflicts: Proxy discloses related‑party frameworks and certain investor relationships; no specific related‑party transactions involving Turner are disclosed, mitigating direct conflict concerns from her external roles .