Lucy Lu
VERUAbout Lucy Lu
Lucy Lu, M.D., age 50, is an independent director of Veru, currently serving since May 2021 after a prior board term from October 2016 to March 2019 . She is chair of the Audit Committee and a member of the Compensation Committee, and has 100% meeting attendance in FY2024; the Board determined she qualifies as an “audit committee financial expert” under SEC rules . Dr. Lu holds an M.D. from NYU School of Medicine, an MBA from NYU Stern, and a B.A. from the University of Tennessee, reflecting combined medical and financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avenue Therapeutics, Inc. | President, CEO, Director | Feb 2015 – Mar 2022 | Led acute care pharma; executive leadership |
| Fortress Biotech, Inc. | EVP & CFO | Feb 2012 – Jun 2017 | Senior finance leadership |
| Citigroup Investment Research | Senior Biotechnology Equity Analyst | Feb 2007 – Jan 2012 | Sell-side research expertise |
| First Albany Capital | Vice President; Principal | Apr 2004 – Feb 2006 | Investment banking experience |
| Veru | Director (prior term) | Oct 2016 – Mar 2019 | Governance continuity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innovative Cellular Therapeutics, Inc. | Chief Operations Officer | Since Apr 2022 | Cell therapy for solid tumors |
| Inventiva S.A. | Director | Since Nov 2022 | Clinical-stage biopharma |
| Fortress Biotech, Inc. | Director | Since Dec 2022 | Biopharma; prior CFO |
Board Governance
- Independence: The Board determined Lucy Lu is independent under NASDAQ listing standards .
- Committee assignments and roles:
- Audit Committee: Chair; 11 meetings in FY2024; Audit Committee members are Lucy Lu (Chair), Michael L. Rankowitz, Loren Katzovitz; Lu qualifies as audit committee financial expert .
- Compensation Committee: Member; 2 meetings in FY2024 .
- Nominating & Corporate Governance Committee: Not listed as a member; 0 meetings in FY2024 .
- Attendance: 100% attendance at Board and committee meetings during FY2024 .
- Board leadership and oversight: CEO also serves as Board Chair; no lead independent director; Audit Committee oversees ERM .
- Shareholder support (2025 Annual Meeting): Lucy Lu received 61,752,814 votes for, 4,045,001 withheld; broker non-votes 40,992,821 .
Fixed Compensation
- Veru pays no cash retainer, meeting fees, or other cash compensation to non‑employee directors; compensation is equity-based .
| Component | FY2024 Amount |
|---|---|
| Annual cash retainer | $0 |
| Committee chair/member cash fees | $0 |
| Meeting fees | $0 |
Performance Compensation
- Equity structure: Non‑employee directors receive stock option awards; options generally vest over three years with exercise price at closing price on grant date; repricing is prohibited; outside director annual award limit 100,000 shares .
| Grant Date | Award Type | Shares/Options | Exercise Price ($/sh) | Source |
|---|---|---|---|---|
| 2023-05-09 | Stock Option Award | 10,000 | 1.37 | |
| 2023-10-02 | Stock Option Award | 80,000 | 0.73 | |
| 2024-08-06 | Stock Option Award | 20,000 | 0.8111 | |
| 2024-10-01 | Stock Option Award | 70,000 | 0.7661 | |
| 2025-05-06 | Stock Option Award | 30,000 | 0.5021 | |
| 2025-10-01 | Stock Option Award | 6,000 | 3.89 |
Vesting detail (as of 9/30/2024):
| Tranche | Shares | Vesting Schedule |
|---|---|---|
| November 3, 2024 | 23,333 | Vests on 11/03/2024 |
| November 2, 2024/2025 | 60,000 | 50% on 11/02/2024; 50% on 11/02/2025 |
| May 9, 2025/2026 | 6,666 | 50% on 05/09/2025; 50% on 05/09/2026 |
| October 2, 2024/2025/2026 | 80,000 | 1/3 each year on 10/02/2024, 10/02/2025, 10/02/2026 |
| August 6, 2025/2026/2027 | 20,000 | 1/3 each year on 08/06/2025, 08/06/2026, 08/06/2027 |
Director compensation (FY2024):
| Name | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|
| Lucy Lu, M.D. | $63,416 | $63,416 |
Other Directorships & Interlocks
| Company | Type | Role | Since | Notes |
|---|---|---|---|---|
| Inventiva S.A. | Public | Director | Nov 2022 | Clinical-stage biopharma; potential industry overlap but no disclosed transaction interlocks with Veru |
| Fortress Biotech, Inc. | Public | Director | Dec 2022 | Prior CFO; industry overlap; no disclosed RPTs with Veru |
| Innovative Cellular Therapeutics, Inc. | Private | COO | Apr 2022 | Operational role in cell therapy |
Expertise & Qualifications
- Audit Committee Financial Expert designation based on work experience and education .
- Combined medical (M.D.) and financial (MBA; CFO; equity research) background suited to audit oversight and risk evaluation .
- Prior CEO experience in acute care pharma provides operating and M&A perspective .
Equity Ownership
| As-of Date | Total Beneficial Ownership (sh) | % of Class | Direct Shares | Options counted (≤60 days) | Notes |
|---|---|---|---|---|---|
| Jan 16, 2025 | 239,801 | <1% | Not specified in table excerpt | Included within total | Based on 146,383,920 shares outstanding |
| May 28, 2025 | 243,134 | <1% | 9,800 | 233,334 | Based on 146,583,920 shares outstanding |
Policy on hedging/pledging:
- Hedging prohibited; pledging prohibited unless pre‑cleared; insider trades by directors/officers must be pre‑cleared and are subject to blackout periods .
Governance Assessment
- Strengths:
- Independent director and Audit Committee chair with SEC audit committee financial expert designation; 100% attendance indicates engagement .
- Equity-only director compensation aligns incentives; option grants follow formal schedules with no repricing allowed under plan .
- Strong shareholder support in 2025 director election suggests investor confidence .
- Watch items / RED FLAGS:
- No lead independent director; CEO also serves as Board Chair, which can weaken independent oversight .
- Related-party employment of CEO’s daughter and Vice Chair’s son indicates nepotism risk at the company level (not tied to Lu) .
- Low cash retainer could limit director independence from management if equity grants become a primary incentive; monitor grant timing relative to MNPI, though policy states intent against backdating or timing manipulation .
Overall, Lucy Lu brings material financial and industry expertise and demonstrates strong committee leadership and attendance. Governance risks at Veru include board leadership concentration and family employment relationships; however, Lu’s independence, audit expertise, and equity alignment support board effectiveness for financial oversight .