David Lubner
About David Lubner
David C. Lubner, M.S., is an independent director of Arcellx (ACLX) and the current chair of the Audit Committee; he also sits on the Compensation Committee and is designated an “audit committee financial expert” by the board . He is 60 years old (as of Apr 4, 2025) and has served on Arcellx’s board since 2020; he is a Class III nominee for a term through 2028 . A former biotech CFO and former CPA, Lubner brings deep finance and audit expertise; the board has affirmatively determined that he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ra Pharmaceuticals (acquired by UCB S.A. Apr 2020) | EVP & Chief Financial Officer | Jan 2016 – Jun 2020 | Senior finance leadership at clinical-stage biotech |
| Tetraphase Pharmaceuticals | Chief Financial Officer | 2006 – 2016 | Built finance function from inception |
| PharMetrics (acquired by IMS Health in 2005) | Chief Financial Officer | 1999 – 2005 | CFO through sale to IMS Health |
| ProScript (Velcade discovered) | VP & Chief Financial Officer | 1996 – 1999 | CFO at discovery-stage biotech |
External Roles
| Company | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Cargo Therapeutics (Nasdaq: CRGX) | Director | Public | Current director |
| Dyne Therapeutics (Nasdaq: DYN) | Director | Public | Current director |
| Vor Biopharma (Nasdaq: VOR) | Director | Public | Current director |
| Nightstar Therapeutics plc | Director | Public (acquired by Biogen Jun 2019) | 2017 – 2019 |
| Research Alliance Corp. I (Therapeutics Acquisition Corp.) | Director | Public (SPAC) | Prior service |
| Gemini Therapeutics | Director | Public | Prior service |
| Point Biopharma | Director | Public (acquired by Eli Lilly Dec 2023) | 2021 – 2023 |
| Several private companies | Director | Private | Current roles |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under Nasdaq standards |
| Committees | Audit (Chair); Compensation (Member) |
| Financial Expert | Board designates Lubner (and Galligan) as audit committee financial experts |
| Committee Activity (2024) | Audit (4 meetings); Compensation (1 meeting) |
| Board Attendance (2024) | Board held 4 meetings; each director attended ≥75% of applicable meetings; one director missed one board meeting (identity not disclosed) |
| Executive Sessions | Non‑employee and independent directors met in executive session after every board and committee meeting in 2024 |
| Lead Independent Director | None; board uses closed/executive sessions and feedback mechanisms instead |
| Conflicts Oversight | Audit and Corporate Governance & Nominating Committees oversee related-party transactions and director/officer conflicts |
| Interlocks | Compensation Committee interlocks/insider participation: none |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 60,000 | Implied from policy: $40k board retainer + $15k Audit Chair + $5k Comp member; matches fees paid to Lubner |
Director cash policy (2024): Board member $40,000; Audit Chair $15,000 (members $7,500); Compensation Chair $10,000 (members $5,000); Corporate Governance & Nominating Chair $8,000 (members $4,000); paid quarterly, pro rata .
Performance Compensation (Director)
| Year | Equity Type | Grant-date Fair Value ($) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| 2024 | Stock Options | 299,633 | Annual Award vests 100% at earlier of 1-year anniversary or next annual meeting; time-based | For outside directors, all outstanding director equity fully vests immediately prior to a change in control |
Notes:
- Non-employee director policy: Initial Option Award target $600,000 fair value (3-year ratable vesting); Annual Option Award target $300,000 fair value (one-year vesting cadence as above); annual cap $750,000 ($1,000,000 in first year) .
- No performance metrics for director equity disclosed; awards are time-based .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Cargo Therapeutics (CRGX); Dyne Therapeutics (DYN); Vor Biopharma (VOR) |
| Prior public boards | Nightstar Therapeutics plc (acq. by Biogen 2019); Research Alliance Corp. I (SPAC); Gemini Therapeutics; Point Biopharma (acq. by Eli Lilly 2023) |
| Interlocks | Company discloses no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Former biotech CFO (Ra Pharmaceuticals, Tetraphase, PharMetrics, ProScript) and former Certified Public Accountant; recognized “audit committee financial expert” by Arcellx .
- Education: B.S. in Administration, Northeastern University; M.S. in Taxation, Bentley University .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 213,492 shares/rights; includes 191,833 options exercisable within 60 days and 21,659 shares held directly; <1% of outstanding shares |
| Outstanding Director Options (12/31/2024) | 191,833 options outstanding (director-level table) |
| Pledging/Hedging | Company insider trading policy prohibits pledging and hedging by directors and employees |
Governance Assessment
-
Strengths
- Independent director with deep CFO/audit background; designated audit committee financial expert; chairs the Audit Committee and sits on Compensation Committee—positions aligned with his skill set .
- Board reported robust director engagement in 2024 (executive sessions after all meetings; each director ≥75% attendance; Lubner’s committees met regularly) supporting oversight continuity .
- Director equity is time-based with clear vesting; change-in-control vesting is standard for outside directors; hedging/pledging prohibited, supporting alignment .
-
Potential Risk Indicators / Watch Items
- Time commitment: concurrently serves on three other public company boards (CRGX, DYN, VOR). While no overboarding concern is disclosed for Lubner specifically, investors often monitor aggregate directorships for potential bandwidth risk .
- Company-level say‑on‑pay support in 2024 was 56.4% (excluding abstentions and broker non‑votes), below typical broad-market norms; as a member of the Compensation Committee, Lubner may face investor scrutiny regarding pay design responsiveness, although Arcellx engaged shareholders and adjusted disclosures thereafter .
- Administrative compliance: company reports late Form 4 filings for all non‑employee directors’ annual awards in 2024 due to an administrative error (filed June 6, 2024); not indicative of misconduct but a process red flag to monitor .
- Related‑party transactions: none involving Lubner disclosed; major related‑party exposure is Gilead/Kite collaboration and equity ownership; oversight by Audit and Corporate Governance & Nominating Committees mitigates conflict risk .
Overall signal: Lubner’s profile (CPA background, audit chair, financial expert) and independence status enhance board effectiveness in financial reporting and controls; investor attention may focus on compensation oversight given 2024 say‑on‑pay results and on aggregate board commitments across his public roles .
Appendix: Director Compensation Detail (2024)
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| David Lubner | 60,000 | — | 299,633 | 359,633 |
| Source: Arcellx 2025 Proxy, Director Compensation for Fiscal 2024 . |
Appendix: Board/Committee Activity (2024)
| Body | 2024 Meetings |
|---|---|
| Board of Directors | 4 |
| Audit Committee | 4 |
| Compensation Committee | 1 |
| Corporate Governance & Nominating Committee | 2 |
Appendix: Beneficial Ownership (as of Apr 4, 2025)
| Holder | Shares Beneficially Owned | Percentage |
|---|---|---|
| David Lubner | 213,492 (incl. 191,833 options exercisable within 60 days; 21,659 shares) | <1% |
| Source: Beneficial ownership table and footnote (12) . |