Allison Hulme
About Allison Hulme
Allison Hulme, Ph.D., age 62 as of April 10, 2025, has served on Ventyx Biosciences’ board since 2022 and is a Class III director with a term expiring in 2027; she is deemed independent under Nasdaq standards . Dr. Hulme’s background spans CEO/President at Aeovian Pharmaceuticals, COO/Head of R&D and board member at Sophiris Bio, EVP/Head of Global Development at Elan Corporation, clinical research roles at Glaxo Wellcome, and a lectureship at University of Bedfordshire; she holds a Ph.D. in Biotechnology (Cranfield Institute of Technology) and a B.Sc. in Combined Sciences (Luton University, 1985) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elan Corporation | EVP & Head of Global Development | — | Led global development |
| Glaxo Wellcome Pharmaceuticals | Clinical research positions | — | Clinical research leadership |
| University of Bedfordshire | Lecturer in Biological Sciences | — | Academic instruction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aeovian Pharmaceuticals | Chief Executive Officer, President, and Board Member | — | Currently serves |
| Sophiris Bio | Chief Operating Officer, Head of R&D, and Board Member | — | Prior role |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member .
- Independence: Board determined Hulme is independent; four of six directors independent (Mohan and Gujrathi not independent due to executive roles) .
- Attendance: In 2024, the board met six times; each director attended at least 75% of combined board and committee meetings; one director attended the 2024 annual meeting (not specified by name) .
- Executive sessions: Non‑employee directors meet in executive session periodically per governance guidelines .
- Committee effectiveness: Audit Committee (chair: William White) met four times in 2024 and oversees related-party transactions, internal controls, disclosure procedures, and risk (incl. cybersecurity); Compensation Committee met four times in 2024 and oversees executive pay, equity plans, and clawback policy .
| Committee | Member Role | Chair | 2024 Meetings | Key Oversight |
|---|---|---|---|---|
| Audit | Member | William White | 4 | Auditor oversight; related-party transactions; controls; cybersecurity |
| Compensation | Member | Somasundaram Subramaniam | 4 | Executive comp; equity plans; clawback policy |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $40,000 |
| Audit Committee member fee | $7,500 |
| Compensation Committee member fee | $6,000 |
| Total cash fees (reported) | $53,500 |
Policy notes: Non‑Executive Chair receives $30,000 (not applicable to Hulme); committee chairs receive additional fees (Audit $15,000; Compensation $12,000; Nominating $9,000); cash paid quarterly in arrears .
Performance Compensation
| Equity Element | Terms / Amount |
|---|---|
| 2024 option awards (grant‑date fair value) | $117,330 |
| Outstanding options (12/31/2024) | 89,364 shares underlying options |
| Options exercisable within 60 days (4/10/2025) | 84,824 shares underlying options |
| Initial director award (policy) | 66,000 stock options; vests 1/36 monthly; 10‑year term; strike = FMV at grant |
| Annual director award (policy) | 40,000 stock options (increased from 33,000 in April 2025); vests fully at 1‑year; 10‑year term; strike = FMV at grant |
| Change‑in‑control (policy) | Full acceleration of outstanding director equity |
Performance metrics table (director awards):
| Metric | Applicability | Details |
|---|---|---|
| Financial/ESG/TSR metrics | Not applicable | Director equity awards are time‑based stock options; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Aeovian Pharmaceuticals | CEO, President, Board Member | — | Current external leadership role |
| Sophiris Bio | COO, Head of R&D, Board Member | — | Prior external role |
- Compensation Committee interlocks: None requiring further disclosure; committee members (incl. Hulme) were not officers/employees, and no relationships required disclosure .
- Related‑party transactions: Audit Committee reviews related‑party transactions; proxy discloses indemnification agreements but no Hulme‑specific transactions requiring Item 404 disclosure .
Expertise & Qualifications
- Clinical and biotech leadership across development and operations; board experience at biopharma companies .
- Education: Ph.D. in Biotechnology (Cranfield Institute of Technology); B.Sc. Combined Sciences (Luton University, 1985) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (incl. options within 60 days as of 4/10/2025) | 84,824; less than 1% |
| Options exercisable within 60 days (as of 4/10/2025) | 84,824 |
| Outstanding option awards (as of 12/31/2024) | 89,364 |
| Hedging/pledging | Prohibited by insider trading policy |
Notes: Beneficial ownership percentages calculated against 71,161,201 shares outstanding as of April 10, 2025 .
Governance Assessment
- Independence and roles: Hulme is an independent director serving on both Audit and Compensation Committees—positions central to oversight of financial integrity, related‑party transactions, and pay governance .
- Engagement: Board met six times in 2024; each director met at least the 75% attendance threshold; audit and compensation committees held four meetings each, indicating regular engagement .
- Alignment and incentives: Director compensation is equity‑heavy via stock options with FMV strikes, standard vesting, and change‑in‑control acceleration; her 2024 mix was $53,500 cash and $117,330 option value, aligning incentives with shareholder value creation while lacking performance metrics typical for director awards .
- Conflicts and red flags: No compensation committee interlocks or related‑party transactions requiring disclosure; hedging and pledging of company stock are prohibited—reducing alignment risks . Change‑in‑control acceleration for director equity is standard for peers but can be scrutinized; overall, disclosed policies and independence determinations support investor confidence .
RED FLAGS: None disclosed specific to Hulme (no related‑party transactions, no hedging/pledging, meets independence and attendance thresholds) .