Robert Azelby
About Robert Azelby
Robert “Bob” Azelby, age 57, is a Class I independent director of Terns Pharmaceuticals, appointed on February 20, 2025; he holds a B.A. in Economics and Religious Studies from the University of Virginia and an M.B.A. from Harvard Business School, with a career spanning executive and commercial leadership roles at Amgen and Juno Therapeutics and CEO posts at Alder BioPharmaceuticals and Eliem Therapeutics . He is nominated for re‑election at the 2025 Annual Meeting and serves on the Compensation Committee; the board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eliem Therapeutics, Inc. | President & CEO | Oct 2020 – Feb 2023 | Led a public biopharma across multiple indications |
| Alder BioPharmaceuticals, Inc. | Chief Executive Officer | Jun 2018 – 2019 (until acquisition by H. Lundbeck) | CEO through strategic transaction |
| Juno Therapeutics, Inc. | EVP & Chief Commercial Officer | Nov 2015 – May 2018 | Built commercial function in cell therapy |
| Amgen Inc. | Multiple roles including VP & GM Oncology, VP Oncology Sales, VP Commercial Effectiveness, GM Amgen Netherlands | Various prior years (not specified) | Oncology leadership, commercial effectiveness, international general management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADC Therapeutics SA | Director | Current | Public company board service |
| Autolus Therapeutics plc | Director | Current | Public company board service |
| Cardinal Health, Inc. | Director | Current | Public company board service; potential distributor interlock context (no related-party transactions disclosed at Terns) |
Board Governance
- Class I director; term expires at the 2025 Annual Meeting, nominated for re‑election; the board has eight directors across three staggered classes .
- Committee assignments: Compensation Committee member; committee chaired by Jeffrey Kindler, with David Fellows also serving; all members independent .
- Independence: Board determined all directors other than CEO are independent; independent directors hold regular executive sessions .
- Attendance: In 2024 the board met 9 times and each then‑serving director attended ≥75% of board/committee meetings; Azelby joined in 2025 so his 2024 attendance does not apply .
- Chair/Leadership: David Fellows serves as Board Chair; board periodically reviews leadership structure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non‑employee director) | $40,000 | Base Fee; policy in effect during 2024 and continued . |
| Compensation Committee member fee (non‑Chair) | $6,000 | Increased starting Feb 2025; prorated for partial year . |
| Expense reimbursement | Actuals | Reasonable expenses for board/committee meetings reimbursed . |
| Base Fee Grants (optional) | Black‑Scholes value ≈ Base Fee | Directors may elect options in lieu of cash for Base Fee; subject to ≥$3.00 30‑day avg price condition (program effective July 1, 2024) . |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting & Terms | Source |
|---|---|---|---|---|
| Initial non‑employee director stock option | Feb 20, 2025 | 90,000 options | 1/3 on 1st anniversary; remaining in equal monthly installments over next 24 months; full vest on change in control; standard indemnification agreement executed | |
| Annual Grant (policy) | At each Annual Meeting | 45,000 options | Vests by the earlier of 1 year or immediately prior to next Annual Meeting; full vest on change in control |
No director performance metrics (e.g., TSR, EBITDA) are tied to director compensation; awards are time‑based standard option grants under the non‑employee director program .
Other Directorships & Interlocks
| Company | Relationship to Terns | Potential Interlock/Conflict Note |
|---|---|---|
| Cardinal Health, Inc. | External board where Azelby serves | Cardinal is a large distributor in healthcare; Terns discloses no related‑party transactions involving Azelby (Item 404) . |
| ADC Therapeutics SA; Autolus Therapeutics plc | External boards | Oncology sector boards; no related‑party transactions disclosed at Terns . |
Expertise & Qualifications
- 25+ years biopharma strategic, operational, and commercial expertise, including oncology commercialization and late‑stage guidance; prior executive roles at Amgen, Juno, Alder, Eliem .
- Education: B.A. University of Virginia; M.B.A. Harvard Business School .
- Board experience across multiple public biopharma and healthcare companies, indicating broad industry network .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Robert Azelby | 0 | <1% | As of April 14, 2025; options not exercisable within 60 days are excluded from beneficial count . |
| Stock Options (granted) | 90,000 | N/A | Initial grant upon appointment; see vesting terms above . |
| RSUs | None disclosed | N/A | Director program is option‑based; RSUs not indicated for non‑employee directors . |
| Hedging/Pledging | No hedging policy at this time | N/A | Company discloses no hedging policy; clawback policy adopted Oct 2023 . |
Governance Assessment
- Committee assignments and independence: Azelby is an independent member of the Compensation Committee, supporting board oversight of pay policies; committee is entirely independent and uses an independent consultant (Alpine Rewards) .
- Compensation mix and alignment: Director pay combines modest cash retainers with equity options; Azelby received a 90,000‑share option grant; beneficial ownership shows no common shares as of the record date, typical for new appointees but implies alignment will build via vesting .
- Attendance and engagement: Board‑level disclosure shows strong attendance in 2024; Azelby’s 2025 appointment post‑dates that period, with no individual attendance shortfalls disclosed .
- Potential conflicts and related parties: Company explicitly states no Item 404 related‑party transactions involving Azelby, mitigating conflict risk despite external board roles (e.g., Cardinal Health) .
- RED FLAGS: Absence of a hedging policy is a governance concern that can weaken ownership alignment; highlight reliance on clawback policy compliance (adopted Oct 2023) as a mitigating factor .
- Structural signals: Staggered board with independent chair (Fellows); independent directors meet in executive session regularly, supporting oversight quality .
- Emerging growth company status: Terns does not conduct say‑on‑pay votes, limiting direct shareholder feedback on compensation, which places added importance on Compensation Committee governance .