Hongbo Lu
About Hongbo Lu
Hongbo Lu, Ph.D., age 54, has served as an independent director of Terns Pharmaceuticals since April 2020. She is the founding member of NEXTBio Capital and previously held senior investing roles at Vivo Capital (Managing Partner, Dec 2020–Jan 2024), Lilly Asia Ventures (Managing Partner, Jan 2017–Dec 2020), and OrbiMed Advisors (Managing Director). Dr. Lu holds a B.S. in Materials Science & Engineering (Tsinghua University), a Ph.D. in Biological Engineering (University of Washington), and an M.B.A. (UC Berkeley) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vivo Capital | Managing Partner | Dec 2020–Jan 2024 | Senior investment leadership; affiliated funds are major TERN holders |
| Lilly Asia Ventures | Managing Partner | Jan 2017–Dec 2020 | Led venture investments in Asia-focused biotech |
| OrbiMed Advisors | Managing Director | Not disclosed | Healthcare investment management |
| Turning Point Therapeutics, Crown Bioscience, Createrna Sci & Tech, Avedro, Rgenta, Ronovo Surgical, Avistone Biotech, BlossomHill Therapeutics | Director (historical) | Not disclosed | Board service across >20 healthcare companies |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| RiboX Therapeutics Ltd. | Director | Current | Not disclosed |
| Visirna Therapeutics (Suzhou) Co., Ltd. | Director | Current | Not disclosed |
| Zenas BioPharma, Inc. | Director | Current | Not disclosed |
Board Governance
- Classification, tenure, independence: Class I director; term up for re-election in 2025; independent under Nasdaq rules; director since 2020 .
- Committee memberships (current): Nominating & Corporate Governance (member); Research & Development (member; committee chaired by Dr. Tripuraneni) .
- Prior committee service (2024): Compensation Committee (member) .
- Board and committee meetings (2024): Board 9, Audit 4, Compensation 5, Nominating & Corporate Governance 6; each current member (including Lu) attended ≥75% of aggregate meetings for their service periods .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions; all board committees comprise independent directors .
Fixed Compensation
| Component | Amount (2024 policy) | Amount (Feb 2025 policy update) |
|---|---|---|
| Non-employee Director Base Fee (non-Chair) | $40,000 | Unchanged (update applied to committee fees) |
| Board Chair Base Fee | $70,000 | Unchanged |
| Audit Chair | $15,000 | Unchanged |
| Compensation Chair | $10,000 | $12,000 |
| Nominating & Gov Chair | $8,000 | $10,000 |
| R&D Chair | $10,000 | $12,000 |
| Audit Member | $7,500 | Unchanged |
| Compensation Member | $5,000 | $6,000 |
| Nominating & Gov Member | $4,000 | $5,000 |
| R&D Member | $5,000 | $6,000 |
| 2024 Director Compensation (Lu) | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Hongbo Lu | 29,698 | 168,268 | 197,966 |
- Base Fee Grants (options in lieu of cash): Directors may elect annually to receive options with Black‑Scholes value ≈ Base Fee (30‑day avg price), subject to $3.00/share minimum for eligibility; pro‑rata monthly vesting; full vest on change in control .
Performance Compensation
| Equity Grant Type | Shares | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Annual Grant (2024) | 32,000 | June 2024 | Earlier of 1‑year anniversary or immediately prior to next annual meeting; continued service required | |
| Base Fee Grant (2024) | 4,676 | July 2024 | Pro‑rata monthly over service period; continued service required | |
| Base Fee Grant (2025) | 10,657 | Feb 2025 | Pro‑rata monthly over service period; continued service required | |
| Initial/Annual program parameters | 64,000 initial; 32,000 annual (2024) | Ongoing | Initial: 1/3 at Y1, then monthly over 24 months; Annual: as above; full vest on change in control | |
| Program increases (2025) | 90,000 initial; 45,000 annual (from Feb 2025) | Ongoing | Same vest provisions; committee fee increases |
Mix and alignment: In 2024, Lu’s compensation was ~85% equity ($168,268) and ~15% cash ($29,698), signaling equity-heavy alignment with shareholder value .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee Interlocks | During 2024, Lu served on TERN’s compensation committee; no interlocks or insider participation with entities having reciprocal executives on TERN’s board/comp committee . |
| Compensation Consultant | Alpine Rewards engaged; committee assessed independence and found no conflicts . |
Expertise & Qualifications
- 20+ years in healthcare investment management across public and private companies; deep board experience (>20 healthcare boards) .
- Technical and financial training: Ph.D. in Biological Engineering; M.B.A.; materials science undergraduate .
- Industry breadth: venture capital leadership at Vivo Capital, LAV, OrbiMed; current external biotech board roles .
Equity Ownership
| Beneficial Ownership (as of Apr 14, 2025) | Shares/Units | % of Outstanding |
|---|---|---|
| Options exercisable within 60 days (Lu) | 130,116 | <1% |
| Options outstanding (Dec 31, 2024) | 125,676 | — |
| RSUs scheduled to vest within 60 days | None for executives; director RSUs not scheduled within 60 days (table notes apply to execs) |
- Anti-hedging/pledging: Company currently has no hedging policy; no pledging disclosures identified for Lu .
- Ownership guidelines: Not disclosed in proxy.
Insider filings
| Filing | Date/Note |
|---|---|
| Form 4 (annual grant) | Late filing noted on June 14, 2024 for several directors including Lu, regarding June 10, 2024 annual grant . |
Governance Assessment
- Independence and committee service: Lu is currently independent and serves on nominating & governance and R&D committees, contributing domain expertise to science and governance oversight; prior year comp committee service provides continuity on pay governance without current voting role in 2025 comp decisions .
- Attendance and engagement: Board/committee cadence was robust in 2024; Lu met ≥75% attendance threshold, consistent with baseline governance expectations .
- Compensation alignment: Equity-heavy director pay and Base Fee option elections indicate risk-sharing and long-term alignment; vesting accelerates on change-in-control, a standard feature but worth monitoring for neutrality in strategic transactions .
- Potential conflicts and related-party exposure: Entities affiliated with Vivo Capital hold ~7.9% of TERN; Lu’s prior Managing Partner role at Vivo creates perceived proximity. Board affirms independence; audit committee reviews related party transactions; Vivo GP voting members disclaim beneficial ownership of the fund-held shares. Monitor for recusal and governance controls on transactions involving Vivo-affiliated entities .
- Risk indicators: Late Form 4 (administrative) observed across several directors in June 2024; company has an SEC/Nasdaq-compliant clawback policy (Oct 2023) overseen by the comp committee, mitigating financial reporting incentive risks. As an Emerging Growth Company, TERN is not subject to say‑on‑pay advisory votes at this time .
Board Governance
| Item | Detail |
|---|---|
| Board classification | Class I (Lu), up for re-election at 2025 annual meeting |
| Current committees | Nominating & Corporate Governance (member); Research & Development (member; Chair is Tripuraneni) |
| 2024 compensation committee | Lu served; current (2025) comp committee excludes Lu |
| Attendance | ≥75% board/committee meetings during 2024; Board (9), Audit (4), Compensation (5), Nominating & Governance (6) |
| Independence | All directors except CEO independent; Lu independent |
Fixed Compensation
| Director Pay Element (Lu-relevant) | 2024 Amounts/Activity |
|---|---|
| Cash fees received | $29,698 |
| Base Fee Grant (options in lieu of cash) | 4,676 options (July 2024); 10,657 options (Feb 2025) |
| Annual Grant | 32,000 options (June 2024) |
Performance Compensation
| Equity Awards (Lu) | Shares | Vesting | Value (FY 2024) |
|---|---|---|---|
| Options (aggregate value recognized FY 2024) | — | As per program schedules | $168,268 (grant-date fair value) |
| Options outstanding (12/31/2024) | 125,676 | Time-based (program terms) | — |
Vesting schedules: Annual grants vest at the earlier of 1-year or pre-next annual meeting; Initial grants vest 1/3 at Y1 then monthly over 24 months; Base Fee Grants vest pro-rata monthly; all vestings require continued service and fully vest on change in control .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| RiboX Therapeutics Ltd. | Director | None disclosed |
| Visirna Therapeutics (Suzhou) Co., Ltd. | Director | None disclosed |
| Zenas BioPharma, Inc. | Director | None disclosed |
| Vivo Capital affiliation | Former Managing Partner | Vivo-affiliated funds hold 7.9%; independence affirmed; audit committee reviews related transactions |
Expertise & Qualifications
- Venture capital and life sciences investment leadership across major healthcare funds; extensive boardroom experience in biotech .
- Technical scientific training and business education supporting R&D committee oversight and governance acumen .
Equity Ownership
| Measure | Lu |
|---|---|
| Options exercisable within 60 days (as of Apr 14, 2025) | 130,116; <1% ownership |
| Options outstanding (Dec 31, 2024) | 125,676 |
| Hedging/Pledging | No hedging policy; no pledging disclosures identified |
Governance Assessment
- Strengths: Independent status; multi-fund investment expertise; active participation in governance and R&D oversight; equity‑heavy pay aligning incentives; formal clawback regime .
- Watchpoints: Prior Vivo affiliation alongside significant Vivo shareholdings (7.9%) merits ongoing monitoring for related‑party neutrality and recusals; annual grant reporting timeliness improved post-June 2024 .
- Net view: Director profile supports board effectiveness in biotech strategy and governance, with standard safeguards (independence determinations, audit committee transaction review, independent comp consultant) in place to mitigate conflicts .