Pearl Huang
WATERS CORP /DE/About Pearl S. Huang, Ph.D.
Independent director at Waters Corporation since 2021; age 67. Chair of the Science and Technology Committee and member of the Nominating and Corporate Governance Committee. Former biotech and pharma R&D executive with 30+ years of leadership; CEO of Dunad Therapeutics and former CEO of Cygnal Therapeutics; educated at MIT (BS, Biology) and Princeton (Ph.D., Molecular Biology). She is classified independent by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dunad Therapeutics | President & CEO | 2022 – present | Led Novartis-backed startup’s global expansion; oversight across discovery through development. |
| Cygnal Therapeutics | CEO | 2019 – 2022 | Led biotech focusing on novel modalities; operational and scientific leadership. |
| Flagship Pioneering | Venture Partner | 2019 – 2022 | Portfolio company creation and scientific strategy. |
| F. Hoffmann-La Roche Ltd. | SVP & Global Head, Therapeutic Modalities | 2014 – 2018 | Directed modality strategy and global R&D operations. |
| GlaxoSmithKline plc | VP & Global Head, Discovery Academic Partnerships (DPAc) | 2012 – 2014 | Built external discovery partnerships. |
| BeiGene Ltd. | Founder & CSO | 2010 – 2012 | Established and led scientific organization. |
| Merck & Co., Inc. | VP, Oncology Integrator, Discovery & Early Development | 2006 – 2010 | Integrated oncology programs from discovery to early development. |
| Merck & Co., Inc.; GlaxoSmithKline plc | Increasing responsibility roles | — | Broad discovery and development leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BB Biotech AG (SIX: BION) | Director | 2022 – present | Current public company board; life sciences investment company. |
Board Governance
- Committee assignments: Chair, Science and Technology; Member, Nominating and Corporate Governance. The Science & Technology Committee met 2 times in 2024; the Nominating & Corporate Governance Committee met 3 times in 2024.
- Independence: Board determined all directors other than the CEO are independent; Dr. Huang is independent.
- Attendance and engagement: Board held 11 meetings in 2024; all directors attended at least 75% of Board and respective committee meetings; all directors attended the 2024 annual meeting.
- Director education: Twice-yearly director education program overseen by Nominating & Corporate Governance; orientation for new directors.
- ESG oversight: Nominating & Corporate Governance oversees ESG policies and reports to Board.
- Stock ownership guidelines for directors: Minimum 5x annual cash Board retainer within 5 years; Dr. Huang has satisfied the guideline.
Fixed Compensation
| Element | Amount / Terms | 2024 Dollar Amount |
|---|---|---|
| Annual cash retainer | $70,000, paid quarterly | Program terms |
| Meeting fees | $1,500 per Board and committee meeting attended | Program terms |
| Committee chair fee (Science & Technology) | $10,000 per year | Program terms |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 per year (not applicable to Dr. Huang in 2024) | Program terms |
| 2024 cash earned (Dr. Huang) | Includes retainer, meeting fees, chair retainer; she deferred all 2024 cash fees | $104,000 |
Deferred Compensation Elections (Director Deferred Compensation Plan)
- Dr. Huang deferred $104,000 of 2024 fees into Company common stock units, converting to 309.93 stock units; aggregate stock unit balance at FY-end was 1,235.30 units.
Performance Compensation
| Award Type | Grant Date | Quantity / Price | Grant-Date Fair Value | Vesting & Terms | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock (annual director grant) | Jan 2, 2024 | 334 shares at $328.62/share | $109,759 | One-year vesting to Jan 2, 2025; acceleration upon death or change of control | None (time-based) |
| Non-qualified stock options (annual director grant) | Jan 2, 2024 | Exercise price $328.62/share; number determined by Black-Scholes | $109,898 | One-year vesting; acceleration upon death or change of control; 10-year term | None (time-based) |
Program Structure Notes
- Annual director equity awards total approximately $220,000, split 50% restricted stock and 50% options; one-year vest; options exercise price equals closing price on grant date.
Other Directorships & Interlocks
| Company | Relationship to Waters | Notes |
|---|---|---|
| BB Biotech AG | Unrelated; Dr. Huang serves as Director | No related-party transactions disclosed with BB Biotech. |
| Dunad Therapeutics | Unrelated; Dr. Huang serves as CEO | No related-party transactions disclosed with Dunad. |
- Related party transactions policy exists; pre-approved ordinary-course transactions listed include Galderma S.A., Avient Corp., and Baxter International Inc.; no pre-approved categories involve entities associated with Dr. Huang. No related-party transactions involving Dr. Huang are disclosed in the proxy.
Expertise & Qualifications
- Deep scientific leadership across discovery, therapeutic modalities, and early development; recognized on PharmaVOICE100 list.
- International operational experience across biopharma; executive roles at Roche, GSK, Merck; founder-level biotech experience (BeiGene CSO).
- Education: BS Biology (MIT); Ph.D. Molecular Biology (Princeton).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of March 24, 2025) | 7,774 shares; less than 1% of outstanding shares. |
| Deferred stock units (aggregate balance at FY-end) | 1,235.30 units. |
| Ownership guideline | Required: ≥5x annual retainer within 5 years; status: satisfied. |
| Hedging/pledging | Company policy prohibits hedging, short sales, and trading in options on Company stock by Directors. |
Governance Assessment
- Strengths: Independent status; chairing Science & Technology aligns her scientific expertise with product strategy oversight; strong attendance; compliance with robust director ownership guidelines; equity grants align incentives via one-year vesting; participation in deferred stock unit program further aligns interests.
- Compensation structure: Balanced cash retainer plus equity; use of an independent consultant (Pearl Meyer) and peer benchmarking for director pay supports governance quality; no excessive perquisites; no tax gross-ups; no option repricing allowed without shareholder consent.
- Conflicts: No related-party transactions disclosed involving Dr. Huang; policy framework and Audit & Finance oversight mitigate risk; overall independence maintained.
- Signals: Board’s say-on-pay support at ~80% in 2024 indicates investor alignment on compensation governance (contextual to executives); Board conducts annual evaluations and maintains director education, enhancing board effectiveness.
RED FLAGS: None disclosed specific to Dr. Huang. Hedging/pledging prohibited; attendance threshold met; no related-party transactions identified.