Kristin Myers
About Kristin Myers
Kristin Myers, age 44, joined the Arcellx (ACLX) board in March 2025 as an independent director. She is currently Chief Operating Officer at Blue Cross Blue Shield Association (since 2024) and previously was CEO and co-founder of Hopscotch Health, COO/President at Unified Women’s Healthcare, and held multiple leadership roles at Aetna; she holds a BS in Biomedical Engineering (University of Wisconsin–Madison) and an MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross Blue Shield Association | Chief Operating Officer | 2024–present | Health plan operations leadership |
| Hopscotch Health | Chief Executive Officer & Co‑founder | 2021–2024 | Built tech-enabled care services |
| Unified Women’s Healthcare | Chief Operating Officer & President, PPM Division | 2020–2021 | Operations and physician practice management |
| Aetna | President, Great Lakes Region; President, Student Health; Chief of Staff & Strategic Planning (Office of CEO/Chairman) | 2013–2020 | Regional P&L; student health; enterprise strategy |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Blue Cross Blue Shield Association | Chief Operating Officer | Private association | Large national payer federation |
| Hopscotch Health | Co‑founder, former CEO | Private | Tech-enabled services |
| Unified Women’s Healthcare | Former COO/President | Private | Women’s health platform |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating Committee; the committee’s chair is Ali Behbahani; other members include Jill Carroll and Olivia Ware .
- Independence: Board determined Myers is independent under Nasdaq standards .
- Attendance: Board held 4 meetings in 2024; all directors attended ≥75% of applicable meetings, with one missed board meeting by one director; Myers joined in March 2025 (no 2024 attendance) .
- Executive sessions: Non‑employee directors hold executive sessions after every board meeting; independent directors also meet in executive session after each meeting .
- Board leadership: CEO is also Chairman; no Lead Independent Director, but the board runs closed and executive sessions and conducts assessments; feedback to CEO delivered by an independent director .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Board retainer (cash) | $40,000 per year | Non‑employee director cash retainer |
| Lead Independent Director fee | $20,000 per year | Only if appointed (none currently) |
| Audit Committee – Chair | $15,000 per year | Cash fee |
| Audit Committee – Member | $7,500 per year | Cash fee |
| Compensation Committee – Chair | $10,000 per year | Cash fee |
| Compensation Committee – Member | $5,000 per year | Cash fee |
| Corporate Governance & Nominating – Chair | $8,000 per year | Cash fee |
| Corporate Governance & Nominating – Member | $4,000 per year | Cash fee (applies to Myers) |
| Payment cadence | Quarterly in arrears | Pro‑rated |
| 2024 director comp received | $0 | Myers joined March 2025; no 2024 compensation |
Performance Compensation
| Equity Award Type | Grant Value Basis | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|
| Initial Option Award | $600,000 grant‑date fair value | 1/3 per year on grant anniversary (3 years) | Full vesting immediately prior to closing; time‑based awards accelerate |
| Annual Option Award | $300,000 grant‑date fair value (prorated first year) | 100% at earlier of 1‑year anniversary or next annual meeting | Full vesting immediately prior to closing; time‑based awards accelerate |
| Annual limit | $750,000 (first‑year up to $1,000,000) | Policy cap on combined cash/equity | N/A |
- Performance metrics: Director equity awards are time‑based; no performance metrics are tied to director compensation .
Other Directorships & Interlocks
| Company | Role | Interlock Risk |
|---|---|---|
| None disclosed | — | No other public company boards disclosed; no noted interlocks with ACLX partners/suppliers |
Expertise & Qualifications
- Healthcare operations and payer experience (BCBSA COO; prior Aetna leadership) .
- Technology‑enabled care delivery (Hopscotch Health co‑founder/CEO) .
- Biomedical engineering and MBA credentials (University of Wisconsin–Madison; Harvard Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kristin Myers | 0 | <1% | As of April 4, 2025; no options/RSUs reported within 60 days window |
| Company policy on hedging/pledging | Prohibited | — | Insider Trading Policy prohibits hedging and pledging of company securities |
Director Compensation (Context)
| Director | 2024 Cash Fees | 2024 Option Awards (Grant‑date FV) | Total |
|---|---|---|---|
| Kristin Myers | $0 | $0 | $0 (joined March 2025) |
Insider Trades and Section 16(a)
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Late Form 4s were disclosed for six non‑employee directors due to an administrative error; Myers was not on the board in 2024 and is not listed among late filers |
Related Party Transactions and Conflicts
- Oversight: Corporate Governance & Nominating Committee (where Myers serves) oversees board independence, conflicts of interest, reviews related party transactions alongside the Audit Committee per charters .
- Transactions: ACLX has material agreements with Kite/Gilead (upfront $225M in Feb 2023; $85M in Nov 2023; $68.3M clinical milestone in 2024; up to ~$3.9B potential milestones); Gilead holds >5% equity and has a standstill/registration rights agreement; these are governed under related‑party policies and audit committee review .
- No Myers‑specific related party transactions disclosed .
Compensation Committee Analysis (Board Context)
- Compensation Committee members: Jill Carroll (Chair), Kavita Patel, David Lubner—each independent; advisor Meridian Compensation Partners; use of peer group, clawback policy adopted Sept 2023 for executives; no excise tax gross‑ups; prohibition on hedging/pledging .
Say‑on‑Pay & Shareholder Feedback (Board Context)
- 2024 Say‑on‑Pay approval: ~56.4% (excluding abstentions and broker non‑votes); ACLX conducted outreach to top holders and expanded disclosure on pay philosophy, peer group, and CEO performance RSUs in response .
Governance Assessment
- Strengths: Independent status; healthcare operations expertise aligned with ACLX’s commercialization trajectory; service on Corporate Governance & Nominating (focus on independence, conflicts, director education and evaluation, and stock ownership guideline monitoring) .
- Alignment: Director equity awards and cash retainers are standard for growth biopharma; change‑in‑control equity acceleration is customary; company prohibits hedging/pledging, supporting alignment .
- Engagement signals: Board holds executive sessions after every meeting; conducts assessments; diversity targets and disclosure suggest active governance; Myers appointment adds payer/operator perspective as ACLX approaches commercialization .
- Watch items: Dual CEO/Chair with no Lead Independent Director (mitigated by executive sessions/feedback process); significant related‑party exposure with Kite/Gilead requires robust committee oversight; limited disclosed ownership for Myers (0 shares as of 4/4/2025) pending future director grants .