Andrew Galligan
About Andrew Galligan
Andrew Galligan, age 68, joined Arcellx’s Board in March 2025 as an independent director. He is a seasoned finance executive and private investor, with prior CFO roles at Nevro Corp. (2010–2020), Ooma, Inc. (2009–2010), and Reliant Technologies (2007–2008), and earlier finance roles at KPMG and Raychem. He holds a B.B.S. in Business and Finance from Trinity College, Dublin University, and is a Fellow of the Institute of Chartered Accountants in Ireland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevro Corp. | Vice President of Finance & Chief Financial Officer | May 2010 – July 2020 | Senior finance leadership at medical device company |
| Ooma, Inc. | Vice President of Finance & Chief Financial Officer | Feb 2009 – May 2010 | Led finance for telecom company |
| Ooma, Inc. | Consultant | Sep 2010 – Dec 2014 | Finance advisory support |
| Reliant Technologies, Inc. | Vice President of Finance & Chief Financial Officer | 2007 – 2008 | Top finance executive; company later acquired by Solta Medical |
| KPMG LLP | Various finance positions | Early career | Foundational audit/finance experience |
| Raychem Corp. | Various finance positions | Early career | Industrial finance experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ooma, Inc. (NYSE: OOMA) | Director | Since Dec 2014 | Committee roles not disclosed |
Board Governance
- Independence: Determined independent under Nasdaq rules; one of seven independent directors (of eight total) .
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert (Item 407(d) of Reg S‑K) .
- Committee structure: Audit (Lubner, Behbahani, Galligan; chair Lubner; 4 meetings in 2024) ; Compensation (Carroll, Patel, Lubner; 1 meeting in 2024) ; Corporate Governance & Nominating (Behbahani, Carroll, Ware, Myers; 2 meetings in 2024) .
- Attendance and engagement: In 2024, all then‑serving directors met the ≥75% attendance threshold; most attended all meetings; executive sessions of non‑employee or independent directors occurred after every board and committee meeting in 2024 . Note: Galligan joined March 2025; 2024 attendance data does not cover him .
Fixed Compensation
| Component | Amount (Annual) | Applicability to Galligan (2025) |
|---|---|---|
| Board retainer (cash) | $40,000 | Eligible; paid quarterly, pro‑rated from start date |
| Lead Independent Director fee | $20,000 | Not applicable (no lead independent director appointed) |
| Audit Committee chair | $15,000 | Not applicable (chair is Lubner) |
| Audit Committee member | $7,500 | Applicable (member) |
| Compensation Committee chair | $10,000 | Not applicable |
| Compensation Committee member | $5,000 | Not applicable |
| Governance & Nominating chair | $8,000 | Not applicable |
| Governance & Nominating member | $4,000 | Not applicable |
- Policy cap: $750,000 annual limit on cash+equity; $1,000,000 in first year as non‑employee director; value measured at grant date fair value (GAAP) .
Performance Compensation
| Grant Type | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Initial Award (stock option) | $600,000 | 1/3 each year on grant anniversaries (3 years), service‑based | Eligible on first trading day after becoming non‑employee director |
| Annual Award (stock option) | $300,000 (pro‑rated for first year) | 100% on earlier of 1‑year anniversary or next annual meeting | Granted first trading day after annual meeting; pro‑rated in first cycle |
| Change in Control (outside director) | N/A | Full acceleration immediately prior to close | Options/RSUs vest; performance awards deemed at 100% if not continued by successor (see 2022 Plan) |
- Equity type for directors: Stock options under non‑employee director policy; vesting is time‑based; company broadly prohibits hedging and pledging of company securities, enhancing alignment .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Context |
|---|---|---|
| Ooma, Inc. | Current director since 2014 | Telecom services; no disclosed commercial ties to Arcellx’s biotech business |
| Nevro Corp. | Former CFO (2010–2020) | Arcellx CEO Rami Elghandour previously served multiple roles and as a director at Nevro (2012–2019), indicating a prior professional network tie; independence at Arcellx affirmed by Board under Nasdaq rules |
Expertise & Qualifications
- Audit and finance expertise: Designated Audit Committee Financial Expert; deep CFO experience across medical device and telecom; early career in audit/finance (KPMG) .
- Education & credentials: B.B.S. in Business & Finance (Trinity College Dublin); Fellow of the Institute of Chartered Accountants in Ireland .
- Industry experience: Senior finance leadership in medical devices; private investor; board experience at Ooma .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Andrew Galligan | 5,000 | <1% | Direct ownership; table footnote denotes “less than 1%” |
- Insider trading policy: Prohibits hedging and pledging of company securities for directors and employees .
Insider Filings and Trades
| Item | Status | Notes |
|---|---|---|
| Section 16 filings in 2024 (company-wide) | Late filings occurred for Annual Awards for non‑employee directors due to administrative error (filed June 6, 2024) | Galligan joined March 2025; not part of 2024 filings |
Governance Assessment
-
Strengths
- Independence and audit rigor: Independent director; Audit Committee member; Audit Committee Financial Expert designation supports strong oversight of financial reporting and related‑party monitoring .
- Clear director pay structure with modest cash retainers and time‑based option vesting; no tax gross‑ups; robust clawback and anti‑hedging/pledging policies enhance alignment and risk control .
- Executive sessions held after every board and committee meeting in 2024; formal charters and active risk oversight at committee level .
-
Watch items / potential RED FLAGS
- Board leadership: Combined CEO/Chair; no formal Lead Independent Director (though independent director feedback mechanisms exist). Investors sometimes prefer a lead independent structure for enhanced oversight .
- Prior network ties: Galligan’s Nevro CFO tenure overlaps with CEO Elghandour’s Nevro experience; while independence is affirmed, monitor for any perceived influence or alignment risks; Audit and Governance committees oversee conflicts .
- Director equity acceleration: Single‑trigger acceleration for outside directors upon change in control may be viewed as shareholder‑unfriendly by some governance frameworks; note scope in 2022 Plan .
- Say‑on‑Pay signal: 56.4% approval in 2024 (excluding abstentions/broker non‑votes) indicates mixed investor sentiment on executive pay; board engaged in outreach and added disclosures. Not specific to Galligan but relevant to overall governance climate .
Director Compensation (2024 context)
| Director | Cash Fees ($) | Option Awards ($, grant‑date fair value) | Total ($) |
|---|---|---|---|
| Andrew Galligan | N/A | N/A | N/A (joined March 2025; earned no 2024 compensation) |
Notes on Related Parties
- Major related party: Collaboration and License Agreement with Kite (Gilead company); material payments and milestones disclosed; Gilead holds >5% of shares and is subject to standstill/stock restriction and registration rights agreements. Audit and Governance committees review related person transactions under formal policy .
Summary Implications
- Galligan brings strong finance oversight to the Audit Committee with formal “financial expert” status—positive for investor confidence in controls and reporting .
- Compensation structure for directors is conventional and capped; anti‑hedging/pledging and clawback policies reduce alignment risks .
- Monitor governance optics around CEO/Chair structure and any perceived network interlocks; continued use of executive sessions and committee oversight mitigates risk .