Yuan Xu
About Yuan Xu
Yuan Xu, Ph.D. (age 57) has served as an independent director of Xilio Therapeutics since January 2022; she brings 25+ years of biopharma leadership including CEO of Legend Biotech (led IPO, CARVYKTI® global development, and Janssen partnership), SVP at Merck (biologics/vaccines), GM/VP Biologics at Gilead, and senior roles at Novartis, Amgen, Chiron, GSK, and Genentech. She holds a B.S. in biochemistry (Nanjing University), a Ph.D. in biochemistry (University of Maryland), and completed postdoctoral training in virology and gene therapy at UC San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legend Biotech Corporation | Chief Executive Officer | Mar 2018 – Aug 2020 | Led IPO; global clinical development of CARVYKTI®; strategic partnership with Janssen |
| Merck & Co., Inc. | Senior Vice President (Biologics & Vaccines) | Aug 2015 – Aug 2017 | Led discovery, preclinical, technical development, and manufacturing |
| Gilead Sciences | General Manager and Vice President, Biologics | Mar 2014 – Aug 2015 | Led biologics/vaccines development; Oceanside site head overseeing operations |
| Novartis | Vice President; biotherapeutics development leadership | Not disclosed | Led several functions across U.S. and Europe (innovative medicines) |
| Amgen; Chiron; GlaxoSmithKline; Genentech | Increasing responsibility roles | Not disclosed | Early-career scientific/operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fate Therapeutics, Inc. | Director | Current | Not disclosed |
| Akero Therapeutics, Inc. | Director | Current | Not disclosed |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; the committee met two times in 2024 and is chaired by Daniel Curran, M.D.; committee responsibilities include director nominations, board leadership structure review, succession planning, governance principles, and annual board evaluation .
- Independence: In March 2025, the board determined all directors other than CEO René Russo are independent under Nasdaq and SEC rules; all audit and compensation committee members meet enhanced independence standards (Rule 10A-3 and Rule 10C-1) .
- Attendance and engagement: Board met seven times in 2024; each director attended at least 75% of board and applicable committee meetings; six of eight directors attended the 2024 annual meeting, aligning with guidelines that directors are responsible for attending .
- Board leadership: Independent Chair (Paul J. Clancy); roles of Chair and CEO are separated; no lead independent director because the Chair is independent .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Paid in Cash | $39,000 |
| Option Awards (grant-date fair value) | $19,058 |
| All Other Compensation | — |
| Total | $58,058 |
- 2025 director fee schedule (effective April 14, 2025): Annual cash fee $40,000 ($70,000 for board chair); audit committee member $7,500 ($15,000 chair); compensation committee member $5,000 ($10,000 chair); nominating & corporate governance member $4,000 ($8,000 chair) .
Performance Compensation
| Award Type | Shares/Value | Vesting | Expiration/Trigger | Notes |
|---|---|---|---|---|
| Initial option grant (new director) | 62,000 shares | 1/3 annually on grant date over 3 years | 10 years; exercise price = Nasdaq closing price on grant date | Accelerates 100% upon death, disability, or change in control |
| Annual option grant (continuing director) | 31,000 shares | Vests in full on earlier of 1-year anniversary or immediately prior to next annual meeting | 10 years; exercise price = Nasdaq closing price on grant date | Same acceleration terms as above |
| 2024 option award (grant-date fair value) | $19,058 | Not disclosed (award-specific vesting not detailed) | Not disclosed | Director-level equity is time-vested; no performance metrics |
- Metric linkage: Director equity awards are time-based; no revenue/EBITDA/TSR or ESG performance metrics disclosed for director compensation .
Other Directorships & Interlocks
| Company | Relationship to Xilio | Potential Interlock/Conflict Considerations |
|---|---|---|
| Fate Therapeutics (public) | Xu is a director | Not disclosed; no related-person transaction noted in excerpts |
| Akero Therapeutics (public) | Xu is a director | Not disclosed; no related-person transaction noted in excerpts |
Expertise & Qualifications
- Deep biologics/vaccines development, manufacturing, and clinical development expertise across Merck, Gilead, Novartis; IPO and partnership execution (Legend Biotech/Janssen) .
- Science credentials: B.S. Biochemistry (Nanjing), Ph.D. Biochemistry (Maryland), postdoc in virology/gene therapy (UCSD) .
- Board experience in public biotech (Fate Therapeutics; Akero Therapeutics) .
Equity Ownership
| Metric | As of Mar 31, 2025 | As of Oct 1, 2025 |
|---|---|---|
| Shares Owned (#) | — | — |
| Right to Acquire within 60 days (#) | 52,800 | 77,800 |
| Total Shares Owned plus Right to Acquire (#) | 52,800 | 77,800 |
| Percentage of Shares Outstanding (%) | * (<1%) | * (<1%) |
- As of year-end 2024, aggregate options held by Xu: 77,800 (not limited to those exercisable within 60 days) .
- No pledging/hedging or director ownership guidelines disclosed in the excerpts; audit committee oversees related-person transactions generally .
Governance Assessment
- Independence and committee service: Xu is affirmed independent and serves on the nominating & corporate governance committee, supporting effective oversight of director nominations, leadership structure, and succession planning .
- Attendance: Met minimum engagement requirements (≥75% of meetings), with board and committee cadence disclosed; indicative of baseline board effectiveness .
- Compensation alignment: 2024 director pay mix is modest and equity-linked (cash $39,000; option value $19,058; total $58,058), with time-based options and standard change-in-control vesting—no performance metrics tied to director pay .
- Ownership: Economic alignment via options (52,800 exercisable within 60 days as of Mar 31, 2025; 77,800 by Oct 1, 2025), but no direct share ownership disclosed; overall position <1% of outstanding shares .
- Potential conflicts: Xu previously worked at Gilead (2014–2015); Gilead is a significant stockholder in Xilio (17.6% as of Mar 31, 2025; 19.90% “owned + right to acquire” as of Oct 1, 2025 with warrants constrained by a 19.9% cap), which could present perceived influence considerations, though no related-person transactions involving Xu are disclosed in these excerpts .
- RED FLAG (environmental): Company called a November 2025 special meeting to approve one-time repricing of certain outstanding employee stock options and a new 2025 Stock Incentive Plan—repricing can be viewed as shareholder-unfriendly unless justified by retention/market conditions; not specific to directors, but relevant to overall governance signals .
- Compensation committee advisor independence: Aon Human Capital Solutions engaged exclusively by the compensation committee; independence assessed with no conflicts found, supporting governance quality in pay decisions .