Olivia Ware
About Olivia Ware
Independent director of Arcellx (since May 2022), age 68, with 20+ years in biopharma commercialization and portfolio leadership. Education: A.B. in Psychology (Davidson College) and M.B.A. in Finance/Marketing (UNC Chapel Hill). Noted for Genentech oncology launches (Rituxan, Herceptin, Avastin, Lucentis) and franchise leadership at Principia; currently a member of Arcellx’s Corporate Governance & Nominating Committee and determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech, Inc. | Various roles in commercial, team leadership, product development; Head of Oncology Team Leadership | 1997–2010 | Led strategic plans and oncology portfolio; key role in launches of Rituxan, Herceptin, Avastin, Lucentis |
| Private consulting (multiple firms) | Consultant | 2011–2018 | Advisory across public/private biopharma |
| CytRx, Inc. | Chief Commercial Officer | 2016–2017 | Commercial leadership |
| Proteus Digital Health, Inc. | SVP, U.S. Market & Franchise Development | 2018–2019 | Franchise development |
| Principia Biopharma Inc. (acquired by Sanofi S.A.) | SVP, BTK Franchise Head | Nov 2019–Mar 2021 | Portfolio strategy for three BTKi molecules |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Contineum, Inc. (Nasdaq: CTNM) | Director | Apr 2024–present | Current public company directorship |
| Revance Therapeutics, Inc. (Nasdaq: RVNC) | Director | Mar 2021–Jan 2025 | Prior public company board |
| Ambrx Biopharma Inc. (Nasdaq: ADR) | Director | Apr 2021–Jun 2022 | Prior public company board |
Board Governance
| Item | Detail |
|---|---|
| Board Class/Term | Class II director; current term expires 2027 |
| Committees | Corporate Governance & Nominating Committee (member); not on Audit or Compensation committees |
| Committee Chair Roles | None; CG&N chair is Dr. Behbahani |
| Independence | Board determined Olivia Ware is independent under Nasdaq listing standards |
| Attendance | Board held 4 meetings in FY2024; each director attended at least 75% of board/committee meetings; all directors attended all applicable meetings except one missed board meeting by one director (not named) |
| Executive Sessions | Non-employee and independent directors met in executive session after every board and committee meeting in 2024 |
| Lead Independent Director | None appointed; board uses closed/exec sessions and feedback mechanisms instead |
Fixed Compensation (Director)
| Component | Amount (FY2024) |
|---|---|
| Board cash retainer | $40,000 per year |
| Corporate Governance & Nominating Committee member fee | $4,000 per year |
| Total cash earned (Olivia Ware) | $44,000 |
Performance Compensation (Director Equity)
| Component | Specifics |
|---|---|
| Annual equity grant policy (non-employee director) | Stock option annual award; grant date fair value targeted at $300,000; vests 100% upon the earlier of 1-year anniversary or next annual meeting, subject to continued service |
| FY2024 equity awarded (Olivia Ware) | Option award grant date fair value $299,633 |
| Outstanding equity (Olivia Ware) at 12/31/2024 | Options outstanding: 56,276 shares |
| Change-in-control terms (directors) | All options/RSUs for outside directors fully vest; performance awards deemed achieved at 100% of target if not continued by successor |
FY2024 Director Compensation Mix (Olivia Ware)
- Cash: $44,000; Equity (option grant-date FV): $299,633; Total: $343,633
- Mix indicates majority equity-aligned compensation (option awards) and standard director cash retainers .
Other Directorships & Interlocks
| Company | Relationship to ACLX | Potential Interlock/Conflict |
|---|---|---|
| Contineum (CTNM) | Unrelated; no ACLX disclosed transactions | None disclosed |
| Revance (RVNC) | Unrelated; prior role ended Jan 2025 | None disclosed |
| Ambrx (ADR) | Unrelated; prior role ended Jun 2022 | None disclosed |
- Related party transactions at ACLX primarily involve Gilead/Kite collaboration; no indication of Olivia Ware’s financial interest in these transactions .
Expertise & Qualifications
- Oncology and commercialization leadership; led major launch teams at Genentech .
- Portfolio strategy (BTK franchise); market/franchise development; CCO experience .
- Governance: current member, Corporate Governance & Nominating Committee .
- Education: Davidson College (A.B. Psychology); UNC Chapel Hill (M.B.A.) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of 4/4/2025) | 37,873 shares via options exercisable within 60 days |
| Shares outstanding (as of record date) | 55,072,693 |
| Ownership as % of shares outstanding | <1% (derived from 37,873 / 55,072,693) |
| Outstanding options (12/31/2024) | 56,276 shares |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors |
| Section 16 compliance | Late Form 4 filings for non-employee directors, including Ms. Ware, due to administrative error (June 6, 2024) |
Recent Insider Trades (SEC filings)
| Date (trade) | Shares | Price | Type | Source |
|---|---|---|---|---|
| 2024-03-15 | 9,000 | $70.40 | Sale (Form 4) | |
| 2024-04-16 | 9,402 | $55.55 | Sale + Option Exercise (Form 4) | |
| 2024-03-15 | N/A | N/A | Notice of proposed sale (Form 144) |
- Public tracker summary indicates 0 direct shares post-April 2024 transactions; holdings are primarily options, consistent with proxy beneficial ownership presentation .
Governance Assessment
- Committee effectiveness: Active role on Corporate Governance & Nominating Committee overseeing board composition, conflicts of interest reviews, director orientation/education, performance evaluation, succession planning, and ownership guideline monitoring—supports board hygiene and independence .
- Independence/engagement: Determined independent; attendance at least 75% of meetings in 2024; executive sessions held routinely—positive signal on oversight quality .
- Ownership alignment: Majority of director pay in equity via options; beneficial ownership held through options (exercisable within 60 days: 37,873 shares), but limited direct stock after 2024 sales may be viewed as lower “skin-in-the-game” relative to direct shareholding norms .
- Compensation structure: Standardized director cash retainers and committee fees; equity grants with annual vesting; full acceleration for directors on change-in-control—market standard with clear alignment to long-term value .
- Shareholder signals: Company’s 2024 Say-on-Pay support at ~56.4% suggests elevated investor scrutiny on pay practices generally; not specific to directors but relevant to overall governance climate .
- RED FLAGS:
- Late Section 16 Form 4 filings for non-employee directors (including Ms. Ware) due to administrative error—process weakness, though disclosed and attributed to admin error .
- Minimal direct share ownership following reported sales could be perceived negatively on ownership alignment; offset by option holdings and standard director equity program .