Michelle Gilson
About Michelle Gilson
Michelle Gilson, 33, is Chief Financial Officer of Arcellx (ACLX) and has served in the role since May 23, 2022. She previously covered biotechnology as a sell-side equity research analyst and holds a B.S. in Business Administration from the University of Southern California . During 2024, Arcellx delivered a 38% TSR while reporting a net loss of $107.3M, underscoring strong market performance amid continued investment in clinical development .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Canaccord Genuity | Managing Director; Senior Equity Research Analyst (biotech) | Apr 2021–May 2022 (MD); Mar 2018–May 2022 (Analyst) | Capital markets expertise; biotech coverage depth carried into CFO role . |
| Jefferies LLC | Senior Associate (equity research) | Sep 2017–Mar 2018 | Healthcare/biotech coverage; analytical foundation for CFO insights . |
| Instinet (Nomura) | Associate | Dec 2016–Sep 2017 | Sell-side experience in healthcare/biotech . |
| Oppenheimer & Co. | Associate Director | Jan 2015–Nov 2016 | Healthcare/biotech coverage . |
| Goldman Sachs | Analyst | Jun 2014–Jan 2015 | Healthcare/biotech coverage at bulge-bracket platform . |
External Roles
- None disclosed in company filings for Gilson (no public company directorships listed) .
Fixed Compensation
- Current base salary and target bonus (2025): $515,000 base; 45% target bonus .
- 2024 base salary in effect: $475,000 (+8.0% vs. 2023 $440,000) .
- Annual cash bonus plan pays for corporate goals; 2024 payout approved at 140% of target for NEOs .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 256,308 | 416,464 | 475,960 |
| Bonus ($) | 243,600 | 176,000 | 299,250 |
| Base salary (as-of year-end) | — | 440,000 | 475,000 |
| Target bonus % | 40% (offer letter) | — | 45% |
Performance Compensation
Annual Cash Incentive – 2024 Bonus Plan
| Performance Objective | Weight | Key Achievements | Result |
|---|---|---|---|
| Budgetary Goals | 15% | Met budget; received $68M milestone from Kite for iMMagine-1 enrollment . | Counted toward payout . |
| Manufacturing Goals | 35% | Completed tech transfer to Kite (FDA-cleared); 99% success rate for iMMagine-1 manufacturing . | Counted toward payout . |
| Clinical Program Goals | 50% | Completed iMMagine-1 enrollment; positive ASH oral data; LT follow-up from Phase 1; first patient infused in iMMagine-3; AML program progress . | Counted toward payout . |
| Clinical “Stretch” Goals | Up to +50% | Initiated anito-cel Phase 1 in myasthenia gravis; BLA readiness/commercial launch prep . | 40% stretch achieved . |
| Total Payout | — | — | 140% of target (Board-approved) . |
| 2024 Bonus Detail | Value |
|---|---|
| Target Bonus ($) | 213,750 |
| Payout % of Target | 140% |
| Actual Bonus ($) | 299,250 (in SCT) |
Equity Awards – 2024 Grants and Vesting
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Grant-Date FV ($) |
|---|---|---|---|---|---|
| Stock Options | Jan 2, 2024 | 94,596 | $56.15 | Time-based: 1/48th monthly over 4 years | 4,009,849 |
| RSUs | Jan 2, 2024 | 61,487 | — | Time-based: 1/3 annually over 3 years | 3,452,495 |
- Equity mix shift: Company is moving more toward RSUs for retention and lower burn; may add PSUs as company matures .
Outstanding Equity (as of 12/31/2024)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Strike | Expiry | Unvested RSUs (#) | RSU MV ($) |
|---|---|---|---|---|---|---|---|
| Option | 05/23/2022 | 41,653 | 36,662 | 8.66 | 05/23/2032 | — | — |
| RSU | 05/23/2022 | — | — | — | — | 22,429 | 1,720,080 |
| Option | 09/28/2022 | 15,572 | 16,928 | 19.97 | 09/28/2032 | — | — |
| Option | 01/03/2023 | 33,923 | 36,873 | 31.03 | 01/03/2033 | — | — |
| RSU | 01/03/2023 | — | — | — | — | 30,679 | 2,352,773 |
| Option | 01/02/2024 | 21,678 | 72,918 | 56.15 | 01/02/2034 | — | — |
| RSU | 01/02/2024 | — | — | — | — | 61,487 | 4,715,438 |
Vesting schedules:
- Options: 4-year monthly vesting (1/48th per month starting one month post-commencement) .
- RSUs: 3-year annual vesting (1/3 each anniversary) .
Insider selling pressure signals (timing):
- 2022 RSUs: 22,429 vest around May 23, 2025 (within 60 days of Apr 4, 2025 per proxy), a potential liquidity event window .
- 2024 RSUs: annual cliffs around Jan 2 (2025–2027) .
Equity Ownership & Alignment
| Beneficial Ownership (as of 4/4/2025) | Detail |
|---|---|
| Shares beneficially owned | 180,356; represents less than 1% of outstanding . |
| Shares outstanding basis | 55,072,693 shares outstanding (proxy basis) . |
| Components (within 60 days) | 148,345 options exercisable; 22,429 RSUs vesting; 9,582 shares held directly . |
| Hedging/pledging | Prohibited: no pledging, margin, or hedging (short sales, derivatives, swaps, collars, exchange funds) . |
| Clawback | SEC/Nasdaq-compliant compensation recovery policy adopted Sept 2023; applies to current/former officers regardless of fault upon restatement . |
| Ownership guidelines | Corporate governance committee monitors compliance with any stock ownership guidelines (not specified) . |
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Start date | Appointed CFO May 23, 2022 . |
| Current pay (2025) | Base salary $515,000; target bonus 45% of base . |
| Offer letter (2022) | Base $420,000; target bonus up to 40%; $50,000 net relocation bonus; travel reimbursement up to net $35,000; RSU grant 67,285 (3-year annual vest); Option 103,515 (25% at 1-year, then monthly) . |
| Severance – outside CIC | 12 months base; up to 12 months COBRA; prorated target bonus (lump sum), subject to release . |
| Severance – double-trigger CIC | 18 months base + 150% of target bonus (lump sum); up to 18 months COBRA; 100% acceleration of time-based equity; performance awards per award terms; 3-month lookback/24-month post-CIC window . |
| Structure | At-will; no “single-trigger” cash severance (company policy) . |
| Tax | No excise tax gross-up (Best Results cutback to avoid 280G/4999) . |
| Other | Standard confidentiality/invention assignment; arbitration; release with potential non-solicit for severance . |
Compensation Structure Analysis
- Mix and shifts: Company is intentionally tilting toward RSUs for retentive value and lower equity burn; PSUs may be added as company matures .
- Market positioning: Target total cash aimed near 50th percentile; long-term equity targeted at 75th–90th percentile to attract/retain talent amid lean headcount .
- Governance feedback: 2024 Say-on-Pay support was 56.4%; Board conducted outreach and reviewed feedback, signaling potential design scrutiny going forward .
- Risk controls: No hedging/pledging; clawback in force; independent comp committee with outside consultant (Meridian) .
Say-on-Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| 2024 Say-on-Pay result | 56.4% support (excluding abstentions/broker non-votes) . |
| Response | Stockholder engagement and review of compensation design and governance practices . |
Track Record & Execution Context
- 2024 outcomes underpinning pay: budget discipline and $68M milestone from Kite, manufacturing tech transfer and 99% success rate, completion of pivotal enrollment and pipeline progress; drove 140% bonus payout .
- Pay vs performance: TSR value for initial $100 investment rose to $456.49 in 2024; net income remained negative reflecting clinical-stage reinvestment .
Investment Implications
- Alignment: Significant unvested RSUs and options with multi-year vesting plus strict no-hedging/pledging and a clawback policy support alignment, though absolute ownership is <1% .
- Retention vs. dilution: Shift toward RSUs increases retentive value and moderates burn; equity targeted above market may continue given talent strategy .
- Event-driven flows: Expect potential liquidity windows around RSU cliffs (e.g., May 23 and Jan 2 anniversaries), which can create episodic selling pressure if sales occur under 10b5-1 plans; 22,429 RSUs were scheduled to vest within 60 days of April 4, 2025 .
- Change-in-control economics: Double-trigger 1.5x base + 1.5x target bonus with full time-based equity acceleration and up to 18 months COBRA—market-typical and retentive ahead of strategic events; no excise tax gross-up .
- Governance watch items: The 56.4% Say-on-Pay result suggests elevated shareholder scrutiny; incremental moves toward performance-based equity (PSUs) could improve pay-for-performance optics over time .