Jill Carroll
About Jill Carroll
Jill Carroll, M.S., age 49, has served as an independent director of Arcellx (ACLX) since September 2017. She is a Partner at SR One Capital Management, LP and previously held corporate development and strategic planning roles at Limerick Biopharma and Dynavax Technologies, among others; she holds a B.S. in Chemistry from Duke and an M.S. in Biochemistry, Cellular & Molecular Biology from Johns Hopkins . She is independent under Nasdaq rules and is a continuing Class II director with a term expiring in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SR One Capital Management, LP | Partner | Sep 2020–present | Healthcare investor; board service across biotech portfolio |
| S.R. One, Limited | Principal; previously Senior Associate | Sep 2011–Sep 2020 | Venture investing in life sciences |
| Limerick Biopharma | VP, Corporate Development | Aug 2010–Aug 2011 | Corporate development |
| Dynavax Technologies (Nasdaq: DVAX) | Sr. Director, Strategic Planning & Corp Dev | May 2004–Aug 2010 | Pharma partnering deals; private/public financings |
| Clearview Projects | Director | Sep 2001–May 2004 | — |
| Mercer Management Consulting | Consultant (healthcare) | Mar 1999–Jul 2001 | — |
External Roles
| Organization | Role | Notes |
|---|---|---|
| HotSpot Therapeutics | Director | Non-ACLX board service |
| Ancora Biotech | Director | Non-ACLX board service |
| Phylaxis Biosciences | Director | Non-ACLX board service |
| Avalyn Pharma | Director | Non-ACLX board service |
| Odyssey Therapeutics | Director | Non-ACLX board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq listing standards |
| Board class/term | Class II; director since 2017; term expires 2027 |
| Committees | Compensation (Chair); Corporate Governance & Nominating (Member) |
| Committee meetings (2024) | Compensation: 1; Corporate Governance & Nominating: 2 |
| Executive sessions | Held after every board and committee meeting in 2024 |
| Attendance | Each director attended ≥75% of board/committee meetings; one director missed one board meeting (not identified) |
| Lead independent director | None; board relies on executive/closed sessions and feedback mechanism |
| Compensation committee interlocks | None; no officer/employee service by members; no interlocks disclosed |
| Director compensation policy max | $750,000 annual cap ($1,000,000 in first year) for cash+equity under policy |
Shareholder voice indicators:
- 2024 Say‑on‑Pay approval: 56.4% in favor, prompting outreach and disclosure enhancements -.
- 2025 Say‑on‑Pay passed with 39,920,221 For vs 9,482,082 Against (5,863 Abstain; broker non‑votes 3,544,096) .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Non-employee director retainer |
| Compensation Committee Chair fee | $10,000 | Chair receives chair fee, not member fee |
| Corporate Governance & Nominating Committee member fee | $4,000 | Member fee |
| Total 2024 cash paid to Carroll (actual) | $54,000 | Reported in director comp table |
The cash paid to Ms. Carroll in 2024 ($54,000) is consistent with policy components: $40,000 board + $10,000 comp chair + $4,000 governance member .
Performance Compensation
| Equity Element | 2024 Grant Policy | 2024 Actual (Carroll) | Vesting/Terms |
|---|---|---|---|
| Annual stock option award | $300,000 grant date FV in options each year for non‑employee directors | $299,633 option grant date fair value | 100% vests at earlier of one-year anniversary or next annual meeting; service-based |
| Initial stock option award | $600,000 grant date FV in options for first-time directors | Not applicable in 2024 for Carroll | 1/3 annually over 3 years; service-based |
| Change-in-control treatment | — | — | Director equity fully vests immediately prior to change in control, subject to service through such date |
- No performance-conditioned metrics apply to director equity; awards are time-based options (not PSUs/RSUs) .
- Company maintains a Compensation Recovery (clawback) policy for executives and prohibits hedging/pledging by directors and employees .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current other company boards | HotSpot Therapeutics; Ancora Biotech; Phylaxis Biosciences; Avalyn Pharma; Odyssey Therapeutics |
| Interlocks/related service | Compensation committee interlocks: none disclosed |
| Potential counterparty interlocks | No related-party transactions involving Carroll disclosed since Jan 1, 2024; “Related Person Transactions” section lists only standard indemnification agreements for directors/officers |
Expertise & Qualifications
- Biotech investing and corporate development expertise from SR One and prior operating roles (Dynavax, Limerick) .
- Compensation oversight experience as Compensation Committee Chair; comp committee uses independent consultant (Meridian) and found no conflicts of interest .
- Education: B.S. Chemistry (Duke), M.S. Biochemistry/Cellular & Molecular Biology (Johns Hopkins) .
Equity Ownership
| Holder | Beneficial Ownership (No. of Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Jill Carroll, M.S. | 19,470 | <1% | Represents options exercisable within 60 days; total shares outstanding 55,072,693 as of Apr 4, 2025 |
| Outstanding director equity (12/31/2024) | Options: 19,470 | — | Stock awards: none; options outstanding per director table |
- Hedging/pledging: Prohibited by company policy; no pledging disclosed for Carroll in beneficial ownership footnotes .
Governance Assessment
-
Strengths
- Independent director and Chair of Compensation Committee; committee operates under a written charter and engages an independent consultant (Meridian) with no conflicts identified .
- Director pay structure leans heavily to equity (options) with one-year vesting and change‑in‑control acceleration, aligning with stockholder outcomes; cash fees modest and policy‑consistent .
- Board holds executive sessions after every board and committee meeting (strong independent oversight cadence) .
- 2025 Say‑on‑Pay passed (39.9M For vs 9.5M Against), following shareholder outreach after a low 2024 approval; indicates responsiveness to investor feedback -.
-
Watch items / RED FLAGS
- 2024 Say‑on‑Pay approval was only 56.4%, a governance concern for pay practices overseen by the compensation committee (now chaired by Carroll); although improvements were made via outreach and added disclosure -.
- Compensation Committee met only once in 2024, which may invite scrutiny on compensation oversight cadence relative to company scale and activity .
- Late Section 16(a) Form 4 filings (including for Ms. Carroll) due to an administrative error on June 6, 2024; the company disclosed the issue and categorized as administrative .
- Board is classified and lacks a lead independent director, governance structures some investors may critique despite mitigating practices (executive sessions, feedback channel) -.
-
Conflicts/related parties
- No related-party transactions involving Carroll above $120,000 disclosed for 2024; standard indemnification agreements in place .
- No compensation committee interlocks; members are non‑employee, independent directors .
-
Ownership alignment
- Carroll’s direct economic stake is small (<1%); however, director equity is option‑based and time‑vested, and hedging/pledging is prohibited, supporting alignment and risk control .
Director Compensation (2024)
| Metric | Jill Carroll | Notes |
|---|---|---|
| Fees Paid or Earned in Cash ($) | $54,000 | Cash retainer and committee fees |
| Stock Awards ($) | — | None for directors in 2024 |
| Option Awards ($) | $299,633 | Grant date fair value per ASC 718 |
| Total ($) | $353,633 |
Committee Assignments (2024–2025)
| Committee | Role | Meeting Count (2024) | Notes |
|---|---|---|---|
| Compensation | Chair | 1 | Independent members; oversees exec comp, equity plans, clawback policy |
| Corporate Governance & Nominating | Member | 2 | Oversees director qualifications, governance guidelines, related party review (non‑audit) |
| Audit | — | 4 (committee overall) | Carroll is not a member |
Say‑on‑Pay & Shareholder Feedback
| Item | Result/Action |
|---|---|
| 2024 Say‑on‑Pay | 56.4% in favor (excluding abstentions and broker non‑votes) |
| 2025 Say‑on‑Pay vote | 39,920,221 For; 9,482,082 Against; 5,863 Abstain; broker non‑votes 3,544,096 |
| Engagement response | Outreach to top holders; enhanced disclosures on peer group and pay decisions in 2025 proxy - |
Equity Ownership Detail
| Holder | Security | Amount |
|---|---|---|
| Jill Carroll | Options exercisable within 60 days (beneficial ownership) | 19,470 |
| Jill Carroll | Outstanding options (12/31/2024) | 19,470 |
No stock awards outstanding; no pledging disclosed; hedging/pledging prohibited by policy .
Related Policies
- Insider trading policy includes prohibitions on hedging and pledging by directors and employees .
- Compensation Recovery (clawback) policy adopted in Sept 2023 (executives) .
- Compensation committee uses an independent consultant (Meridian); independence affirmed; scope includes executive and director compensation reviews .
Overall, Carroll brings deep biotech investing and operating expertise and chairs the compensation committee. Key governance signals to monitor include the committee’s meeting cadence, follow‑through on shareholder feedback after the 2024 say‑on‑pay result, and continued transparency in pay decision‑making -.