Alison Moore
About Alison Moore
Alison Moore, Ph.D., age 58, is an independent Class III director at Artiva Biotherapeutics (ARTV) since October 21, 2024, serving on the Technical Operations Committee. She holds a Ph.D. in Cell Biology and a B.Sc. in Pharmacology from Manchester University, England; she is currently Chief Technical Officer at Codexis (since Oct 2024), previously CTO & EVP Operations at Allogene (2018–2023), Senior VP of Process Development at Amgen (2014–2018; various roles 1996–2018), and Director in CMC Regulatory Affairs at Genentech (2005–2006) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allogene Therapeutics | Chief Technical Officer & EVP Operations | Jun 2018 – May 2023 | Led technical operations at a public biotech; operational leadership |
| Amgen | Various roles; most recently SVP Process Development | 1996 – May 2018; SVP Aug 2014 – May 2018 | Large-scale bioprocess and PD leadership at blue-chip pharma |
| Genentech | Director, CMC Regulatory Affairs | 2005 – 2006 | CMC, regulatory strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Codexis | Chief Technical Officer | Since Oct 2024 | Technical leadership in enzyme engineering |
| Codexis | Director; Chair, Compensation Committee; Member, Science & Technology Committee | Jun 2020 – Sep 2024 | Chaired comp; science oversight; stepped down prior to CTO role |
| National Resilience (private) | Technical Advisory Board Member | Since 2021 | Manufacturing/operations advisory |
| Alliance for Regenerative Medicine | Executive Board Member | Jan 2022 – Oct 2023 | Sector advocacy and governance |
Board Governance
- Committee assignments: Member, Technical Operations Committee (focus on operations/manufacturing reviews). Current committee composition for Technical Operations lists Alison Moore, Ph.D. .
- Independence: Board affirmatively determined Dr. Moore is independent under Nasdaq standards; Audit and Compensation Committees composed entirely of independent directors .
- Attendance: In 2024, the Board met 4 times; Audit 4; Compensation 4; Nominating & Corporate Governance 1. No director attended fewer than 75% of aggregate Board and committee meetings .
- Executive sessions: Independent directors hold regular executive sessions, typically at each regular Board meeting .
- Board leadership: Independent, non-executive Chair (Brian Daniels, M.D.), with separated Chair/CEO roles enhancing oversight .
Fixed Compensation
| Component | Policy/Grant Terms | Amount | Period/Date |
|---|---|---|---|
| Annual Board Cash Retainer | Non-Employee Director Compensation Policy | $40,000 | As of appointment Oct 21, 2024 |
| Technical Operations Committee Member Retainer | Non-Employee Director Compensation Policy | $15,000 | Annual, as committee member |
| 2024 Fees Earned/Paid in Cash | Actual director compensation | $10,824 | FY2024 (pro-rated) |
| All Other Compensation | Moore Consulting Agreement (hourly services prior to Board appointment) | $9,000 (table); description totals $9,513 | FY2024; agreement terminated upon appointment |
Notes: The proxy’s director compensation table reports $9,000 “All Other” for Dr. Moore, with the narrative disclosing a total of $9,513 under the consulting agreement; the agreement ended upon her Board appointment .
Performance Compensation
| Instrument | Grant Date/Terms | Quantity/Value | Vesting | Change-in-Control |
|---|---|---|---|---|
| Initial Stock Option | Granted on appointment (Oct 21, 2024) | 27,500 options | One-third vested following grant; remainder vest monthly over next 2 years, subject to continuous service | Vests in full upon change-in-control (Plan definition) |
| Annual Stock Option | Automatic at each annual meeting | 13,750 options per year | Vests in full on earlier of 1-year anniversary or next annual meeting, subject to continuous service | Vests in full upon change-in-control |
| 2024 Option Awards (Grant-Date Fair Value) | As reported | $207,993 | ASC 718 grant-date fair value (RSU column label; narrative clarifies equity awards policy) | N/A |
Performance metrics: No director performance-based metrics disclosed (awards are time-based; no revenue/EBITDA/TSR targets indicated) .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Codexis | CTO | Current | Operational role at supplier/partner-type company (enzyme engineering); ARTV disclosure shows no Item 404(a) related-party transactions; independence affirmed |
| Codexis | Director; Chair Comp; Member Science & Tech | Former (ended Sep 2024) | Prior governance role; ended before current CTO appointment |
| National Resilience | Technical Advisory Board (private) | Current | Advisory only; not a disclosed related-party transaction |
Expertise & Qualifications
- Deep bioprocess/manufacturing expertise (Amgen SVP Process Development; Genentech CMC RA; CTO roles) aligned to Technical Operations Committee mandate .
- Prior public company board experience and compensation committee chair experience (Codexis) strengthens governance acumen .
- Academic credentials: Ph.D. Cell Biology; B.Sc. Pharmacology, Manchester University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Alison Moore, Ph.D. | 14,513 | <1% | Options exercisable within 60 days of Mar 31, 2025 |
Vested vs unvested detail:
- Options outstanding (as of Dec 31, 2024): 27,500 .
- Exercisable within 60 days (as of Mar 31, 2025): 14,513 .
- Implied unexercisable component (not explicitly stated): difference between outstanding and near-term exercisable suggests remaining options are unexercisable at that point; company does not provide a formal “unvested” count for directors in the proxy .
Hedging/pledging: Company policy prohibits hedging, trading in derivatives on company stock, margin account holdings, and pledging without Board approval and pre-clearance from Chief Legal Officer . No pledging or hedging by Dr. Moore is disclosed .
Stock ownership guidelines: Not disclosed for directors in the proxy; policy references insider trading, code of ethics, and related-party policy .
Governance Assessment
- Independence and engagement: Board determined Dr. Moore is independent; she attended ≥75% of meetings in 2024; independent Chair and regular executive sessions support oversight quality .
- Committee alignment: Technical Operations assignment leverages her manufacturing expertise; committee remit includes evaluating operations/manufacturing with routine Board assessments .
- Compensation structure: Director pay anchored in cash retainers and time-based options; change-in-control full vesting is standard for directors but increases sensitivity to transaction outcomes; 2024 cash and equity reflect partial-year service and one-time consulting fee before Board appointment .
- Ownership alignment: Beneficial ownership is limited (<1%); exercisable options indicate some “skin-in-the-game,” though directors typically hold modest stakes at early-stage biotechs .
- Conflicts/related parties: 8-K states no Item 404(a) transactions involving Dr. Moore at appointment; the prior consulting agreement was de minimis and terminated upon appointment; independence affirmed after considering relationships .
- Policies and controls: Strong prohibitions on hedging/pledging and a formal related-person transaction policy administered by Audit Committee .
RED FLAGS to monitor:
- Dual role as CTO at Codexis alongside ARTV directorship could create informational overlap; company discloses no related-party transactions and independence is affirmed, but monitor for future supplier/customer ties or material transactions between entities .
- Change-in-control accelerated vesting for director options is common, but it can create perceived misalignment if M&A timing appears advantageous to directors; no specific concerns disclosed, just standard plan terms .
- Minor discrepancy in consulting compensation ($9,000 table vs. $9,513 narrative) appears immaterial but should be reconciled in future disclosures .
Appendix: Key Disclosures Cited
- Appointment & compensation terms (8-K, Oct 22, 2024): Class III director; Technical Operations member; $40,000 Board retainer; $15,000 committee retainer; initial 27,500 options (1/3 immediate vest; remainder monthly over two years); annual 13,750 options; full vesting on change-in-control; no Item 404(a) related transactions .
- Proxy (Apr 29, 2025): Biography; independence determinations; committee descriptions; attendance; hedging/pledging policy; director compensation table; consulting agreement termination; beneficial ownership including options exercisable within 60 days .