Elizabeth Garofalo
AlectorAbout Elizabeth Garofalo
Elizabeth Garofalo, M.D., age 67, has served as an independent director of Alector (ALEC) since September 2021; her current Class II term runs through the 2026 annual meeting . She is a physician-executive with deep clinical development and neuroscience leadership experience, and currently leads EAG Pharma Consulting LLC; she earned her M.D. at Indiana University and completed pediatric residency plus fellowships in pediatric neurology and epilepsy at the University of Michigan . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Novartis | SVP & Global Head of Clinical Development; member, Global Development LT; Chair, Portfolio Stewardship Board; Co-Head, Neuroscience Franchise | Prior to 2016 (dates not specified) | Led clinical development and portfolio governance in neuroscience |
| Astellas | VP & Head, Neuroscience Therapy Area | Prior to Novartis roles (dates not specified) | Therapy area leadership |
| Parke-Davis/Pfizer | Ann Arbor Site Head of Neuroscience; Ann Arbor Site Head of Worldwide Regulatory Affairs | Early career (dates not specified) | Increasing responsibility across neuroscience and regulatory |
| EAG Pharma Consulting LLC | Principal | Since 2016 | Strategic clinical development consulting |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Acadia Pharmaceuticals Inc. | Director | Since Sep 2020 | Compensation Committee member since Dec 2024 |
| Xenon Pharmaceuticals | Director | Since Jun 2021 | Nominating & Governance Committee member since 2022 |
| Exicure, Inc. | Director; Chair of the Board | Mar 2021–Feb 2023 (director); Mar 2022–Feb 2023 (chair); Audit Committee member | Past role |
| Institute for the Advancement of Clinical Trials in Children (non-profit) | Chair of the Board | Not specified | Non-profit leadership |
Board Governance
- Committees and chair roles at Alector:
- People, Culture, and Compensation Committee (Compensation Committee): Chairperson (members: Garofalo, Hammond, De Souza, Lavigne; 7 meetings held in 2024) .
- Not a member of Audit or Corporate Governance & Nominating Committees (memberships listed; Garofalo only indicated on Compensation) .
- Independence: Board determined Dr. Garofalo is independent under Nasdaq rules; no interfering relationships disclosed .
- Attendance and engagement: In 2024, the Board held seven meetings; all directors met at least 75% attendance; the Board also holds executive sessions of independent directors, typically after each regular board meeting .
- Years of service on ALEC board: Since September 2021; Class II; term expires 2026 .
Fixed Compensation (Director)
| Component | Policy Detail | 2024 Amount (Garofalo) |
|---|---|---|
| Annual Board Retainer (cash) | $45,000 per non-employee director | $60,000 cash fees (includes committee chair retainer; see below) |
| Committee Chair Retainers (cash) | $15,000 for Compensation Committee Chair | Included in $60,000 total cash above |
| Other Committee Membership Retainers (cash) | $7,500 for Compensation member (not additive if chair) | N/A (chair already receives chair retainer) |
| Meeting Fees | Not disclosed/applicable | Not disclosed |
Note: Director compensation is paid quarterly in arrears on a prorated basis per the policy .
Performance Compensation (Director Equity)
| Equity Element | Policy/Terms | 2024 Grants/Values (Garofalo) | Vesting |
|---|---|---|---|
| Annual RSU Award | 28,700 RSUs at each annual meeting (if ≥6 months service) | Stock awards (grant-date fair value): $164,500 total in 2024 | Annual RSU vests in full at earlier of 12 months or next annual meeting |
| Annual Option Award | NSO to purchase 9,450 shares at annual meeting | Not separately itemized for Garofalo in 2024 table (total stock awards above) | 1/12 monthly; full vest by next annual meeting |
| Initial Director Awards (onboarding) | NSO 17,500 shares and 52,500 RSUs (updated post-Apr 30, 2024) | Historical (Garofalo joined 2021) | Options typically 1/48 monthly; Initial RSUs 1/12 quarterly beginning ~3 months after start |
| Change-in-control (CIC) | All director equity fully vests upon CIC | N/A | N/A |
Performance metrics tied to director pay: None disclosed for directors; director equity is time-vested, not performance-vested .
Other Directorships & Interlocks
- Current public boards: Acadia (Compensation Committee member), Xenon (Nominating & Governance member) .
- Prior public boards: Exicure (Audit Committee member; Chair of the Board during 2022–2023) .
- Compensation Committee interlocks at Alector: None—no Alector executive served on another company’s compensation committee with reciprocal service, and no Alector compensation committee member has been an Alector officer/employee .
- Related-party transactions: No related-party transactions disclosed involving Dr. Garofalo; the Related Party Transactions section lists a consulting agreement with another director (Dr. Scheller) but none with Garofalo .
Expertise & Qualifications
- Clinical development and neuroscience franchise leadership across Novartis, Astellas, and Pfizer/Parke-Davis; seasoned portfolio governance experience (Chair, Novartis Portfolio Stewardship Board) .
- Medical training: M.D. (Indiana University); pediatric residency; fellowships in pediatric neurology and epilepsy (University of Michigan) .
- The Board cites her scientific and clinical development background and executive pharma experience as qualifications for Alector’s Board .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of Mar 31, 2025) | 97,452 shares; <1% of outstanding | 35,709 common + 61,743 options exercisable within 60 days; <1% of 99,992,600 shares outstanding |
| Outstanding Director Equity (Dec 31, 2024) | Options: 33,235 @ $24.26; 18,918 @ $8.07; 12,360 @ $7.71. Unvested RSUs: 35,000 | Option expiries: 2031–2033; RSUs granted 6/12/2024; standard director vesting applies |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Anti-hedging and anti-pledging restrictions apply to directors |
Governance Assessment
- Positive indicators:
- Independent director; Compensation Committee Chair; committee met seven times in 2024, indicating active oversight .
- Board-wide attendance ≥75%; independent director executive sessions held regularly, supporting robust oversight culture .
- Compensation governance: Committee (which Garofalo chairs) exercised downward discretion on 2024 executive bonuses after a negative Phase 2 readout, and CEO further reduced his payout—evidence of accountability and alignment .
- Shareholder support: 2024 say‑on‑pay passed with over 98% approval, signaling investor confidence in compensation governance .
- No related-party transactions disclosed involving Garofalo; no compensation committee interlocks reported .
- Watch items:
- Director stock ownership guidelines are not disclosed in the proxy; while anti-hedging/pledging policies are strong, absence of published director ownership guidelines may be noted by some investors (no guideline disclosure found; policy sections focus on retainers/equity and trading restrictions) .
- Beneficial ownership is modest (<1%); while typical for small/mid-cap biotech boards, some investors prefer higher director “skin in the game” (97,452 shares; <1%) .
Appendix: Director Compensation (2024 – Garofalo)
| Metric | Amount |
|---|---|
| Cash Fees | $60,000 (annual board + Compensation Chair retainer) |
| Equity (grant-date fair value) | $164,500 (Annual RSU/Option awards under policy) |
| Total | $224,500 |
Appendix: Committee Assignments Snapshot (as of Mar 31, 2025)
| Committee | Role | 2024 Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| People, Culture, & Compensation | Chair | 7 | Executive/director comp, equity plans, succession input, people & culture topics |
| Audit | Not a member | 5 | Financial reporting, ERM incl. cybersecurity, conflicts, related-party reviews |
| Corporate Governance & Nominating | Not a member | 4 | Board composition/evaluations, governance practices, ESG oversight |