Kavita Patel
About Kavita Patel
Kavita Patel, M.D., age 51, has served as an independent director of Arcellx, Inc. since December 2021. She is a primary care physician at Mary’s Center (since 2020), a former Nonresident Fellow at the Brookings Institution (2011–2022), and a venture partner at New Enterprise Associates (since 2017). Her education includes an M.D. from the University of Texas Health Science Center, an M.S. in Health Services Research from UCLA, and a B.A. from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mary’s Center (Washington, DC) | Primary Care Physician | 2020–present | Clinical practice leadership |
| Brookings Institution | Nonresident Fellow | 2011–2022 | Health policy research, publications |
| New Enterprise Associates (NEA) | Venture Partner | 2017–present | Life sciences investing; industry network |
| Johns Hopkins | Leadership roles | 2011–2018 | Hospital administration |
| The White House (OIPAE) | Director of Policy | 2009–2010 | Intergovernmental affairs, stakeholder engagement |
| U.S. Senate HELP Committee | Senior staff, policy analyst under Sen. Edward Kennedy | 2007–2009 | Legislative health policy |
| HHS PFPM Technical Advisory Committee | Member | 2016–2021 | Physician payment model advice |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| SelectQuote, Inc. (NYSE: SLQT) | Director | Current | Public company board |
| Sigilon Therapeutics, Inc. (Nasdaq: SGTX) | Director | 2020–2024 | Prior public board |
| Tesaro, Inc. (Nasdaq: TSRO) | Director | 2016–2018 | Prior public board |
| Intelligent Medicine Acquisition Corp (NASDAQ: IQMD) | Director | Prior service | SPAC board experience |
| SSM Health | Director (non-profit) | Current | Integrated delivery system |
| Several private companies | Director | Current | Private company governance |
Board Governance
- Independence: The Board determined Dr. Patel is independent under Nasdaq rules (one of seven independent directors out of eight) .
- Committee assignments: Compensation Committee member (committee chaired by Jill Carroll; other members David Lubner and Dr. Patel). The committee held one meeting in 2024 and operates under a written charter; all members meet SEC/Nasdaq independence criteria .
- Attendance: In 2024, the Board held four meetings; each director attended at least 75% of Board and committee meetings. Among current directors, all attended applicable meetings in 2024 except one missed Board meeting by one director .
- Executive sessions: Non-employee and independent director executive sessions occurred after every Board and committee meeting in 2024 .
- Leadership structure: CEO also serves as Chair; no lead independent director, but feedback is provided to the CEO after executive sessions and the Board conducts assessments .
Fixed Compensation
| Component | 2023 Amount ($) | 2024 Amount ($) | Policy Basis |
|---|---|---|---|
| Annual Board retainer (cash) | 40,000 | 40,000 | $40k per non-employee director |
| Compensation Committee member fee (cash) | 5,000 | 5,000 | $5k per committee member |
| Total cash fees received by Dr. Patel | 45,000 | 45,000 | Sum of retainer + committee fee |
- No meeting fees disclosed; cash paid quarterly in arrears, pro-rated .
Performance Compensation
| Equity Component | Grant Date | Grant Date Fair Value ($) | Structure | Vesting |
|---|---|---|---|---|
| Annual stock option award | 1st trading day after 2023 AGM | 299,672 | Annual Award under director policy | 100% vests at earlier of 1-year anniversary or next AGM |
| Annual stock option award | 1st trading day after 2024 AGM | 299,633 | Annual Award under director policy | 100% vests at earlier of 1-year anniversary or next AGM |
| Outstanding options (as of 12/31/2024) | — | — | Cumulative grants | 79,060 options outstanding |
- Director equity awards (Initial Award $600k grant date value; Annual Award $300k) are stock options only, not RSUs/PSUs; full vesting on change-in-control per the 2022 Plan .
- No performance metrics are tied to director compensation (awards are time-based) .
Other Directorships & Interlocks
- Venture partner at NEA; entities affiliated with NEA (a >5% holder) participated in Arcellx’s IPO (1,583,333 shares at $15) and secondary offering (312,500 shares at $16) alongside other investors; the Board maintains a Related Person Transaction Policy and Audit Committee approval process .
- Major strategic partner/shareholder: Gilead/Kite collaboration; Gilead holds ~12.2% (2025) and has standstill/registration agreements; Audit Committee reviews related party transactions .
Expertise & Qualifications
- Clinical, health policy, and hospital administration experience; government and legislative background (White House, Senate HELP) .
- Industry investing experience via NEA; prior public company board service across biotech and healthcare sectors .
- The Board cites her clinical and business experience, policy-making history, and practicing clinician perspective as qualifications .
Equity Ownership
| Holder | Shares Beneficially Owned (No.) | % Ownership | Composition |
|---|---|---|---|
| Kavita Patel, M.D. (as of 4/4/2025) | 73,060 | <1% | Options exercisable within 60 days |
| Kavita Patel, M.D. (as of 12/31/2024) | 79,060 options outstanding | — | Outstanding director option awards |
| Kavita Patel, M.D. (as of 4/1/2024) | 120,056 | <1% | Options exercisable within 60 days |
- Insider trading policy prohibits hedging and pledging for directors and employees; no pledging disclosed .
- Corporate Governance & Nominating Committee monitors compliance with stock ownership guidelines if applicable (no specific director guideline amount disclosed) .
Governance Assessment
- Board effectiveness: Dr. Patel contributes clinical and policy expertise; she serves on the Compensation Committee, which uses an independent consultant (Meridian) and adheres to best practices including clawback adoption (for officers), annual reviews, and emphasis on long-term equity incentives for executives .
- Independence & attendance: She is independent; Board and committee attendance was strong in 2024; executive sessions occur after every meeting, supporting independent oversight .
- Compensation alignment: Director pay skews toward equity via annual option grants ($300k grant-date value), aligning with shareholder value creation, with modest cash retainers ($45k total) .
- Potential conflicts: NEA affiliation and NEA’s significant ownership could present perceived conflicts; however, the Board affirmed independence and applies a formal related party approval policy via the Audit Committee .
- Signals and red flags: Administrative delay in Form 4 filings for non-employee directors (including Dr. Patel) in June 2024 noted as an error; change-in-control full vesting of director awards is standard but increases sensitivity to M&A timing; no hedging/pledging permitted .
Director Compensation (Year-over-Year)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Paid or Earned in Cash ($) | 45,000 | 45,000 |
| Option Awards – Grant Date Fair Value ($) | 299,672 | 299,633 |
| Total ($) | 344,672 | 344,633 |
Compensation Committee Analysis
- Composition: Jill Carroll (Chair), Kavita Patel (Member), David Lubner (Member); all independent and non-employee directors .
- Consultant: Meridian Compensation Partners engaged; Compensation Committee assessed Meridian’s independence and found no conflicts; committee reviews peer groups, pay mix, clawback, and risk alignment .
- Interlocks: None; no executive officer of Arcellx serves on another company’s compensation committee with reciprocal overlap .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~56.4% (excluding abstentions and broker non-votes), prompting targeted shareholder engagement and expanded disclosure (peer group, goals/weightings) in 2025 .
- Board/classification and LID: Investors encouraged future board declassification and discussed lead independent director practices; company described current safeguards (executive sessions, assessments) .
Related Party Transactions
- Gilead/Kite transactions: $225M and $85M upfronts; $68.3M milestone (2024); standstill and registration rights in place; Audit Committee oversight for related parties .
- NEA-affiliated purchases in 2022 IPO and 2023 secondary; formal policy requires Audit Committee consent for related person transactions .
Risk Indicators
- Hedging/pledging prohibited under insider trading policy (covers directors) .
- Administrative Form 4 filing delay for non-employee directors in June 2024 .
- Director equity fully vests at change-in-control (standard, but watch potential optics) .
Equity Ownership Details (Directors—as of 12/31/2024)
| Director | Number of Shares Underlying Outstanding Options |
|---|---|
| Kavita Patel | 79,060 |
| Jill Carroll | 19,470 |
| Ali Behbahani | 19,470 |
| David Lubner | 191,833 |
| Olivia Ware | 56,276 |
Closing Implications for Investors
- Alignment: Dr. Patel’s compensation emphasizes equity options with modest cash retainers, supporting alignment with shareholder outcomes; independence and executive-session practices underpin governance quality .
- Monitoring points: NEA affiliation and major strategic partner (Gilead/Kite) relationships are appropriately disclosed and overseen; continue to monitor related-party reviews and director equity vesting around strategic events .