Carol Gallagher
Atara BiotherapeuticsAbout Carol Gallagher
Carol Gallagher, Pharm.D., is an independent director at Atara Biotherapeutics and the Board’s Lead Independent Director; she has served on the Board since January 2013 and was Chair until September 2024 before transitioning to Lead Independent Director . She is 60 years old, holds B.S. and Doctor of Pharmacy degrees from the University of Kentucky, and attended Vanderbilt University . Her credentials span CEO roles at biopharma companies, senior roles at blue‑chip pharmas, and current public company board service (PMV Pharmaceuticals) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | Partner, then Venture Advisor | Oct 2014 – Dec 2023 | Life sciences investing oversight |
| Frazier Healthcare | Venture Partner | Oct 2013 – Sep 2014 | Venture investing support |
| Calistoga Pharmaceuticals | President & CEO | 2008 – 2011 (acquired by Gilead) | Led company through acquisition |
| Metastatix, Inc. | President & CEO | 2007 – 2008 | Strategic leadership |
| Eli Lilly; Amgen; Agouron; Pfizer; Biogen; CancerVax; Anadys | Various roles | Starting in 1989 | Commercial/R&D leadership across large/small biopharma |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PMV Pharmaceuticals, Inc. | Director | Nov 2022 – present | Board governance |
| Mirati Therapeutics | Director | Jun 2023 – Jan 2024 (company acquired) | Transaction oversight during acquisition |
| Turning Point Therapeutics | Director | Jul 2019 – Aug 2022 (company acquired) | Strategic guidance |
| Frazier Life Sciences Acquisition Corp. (SPAC) | Director | Nov 2020 – Nov 2022 | Deal evaluation |
| Certara Inc. | Director | Jun 2021 – Apr 2022 | Governance |
| Millendo Therapeutics, Inc. | Director | Sep 2012 – Jun 2021 | Governance |
| Annexon Biosciences | Director | Oct 2018 – Feb 2021 | Governance |
| Metacrine, Inc. | Director | Nov 2017 – Apr 2021 | Governance |
Board Governance
- Independence: The Board determined Gallagher is independent under Nasdaq rules; she is Lead Independent Director (formerly Chair) .
- Leadership: Served as Chair until September 2024; appointed Lead Independent Director thereafter to reinforce independent oversight .
- Committees:
- Audit Committee Member (appointed June 2024); signed the 2024 Audit Committee Report .
- Ad hoc Transactions Committee Member (reviews collaborations/licensing) .
- Attendance and engagement: Board met 7 times in 2024; all directors attended ≥75% of Board/committee meetings; non‑employee directors held 8 executive sessions in 2024 .
- Committee meeting cadence (2024): Audit (4), Human Capital (5), Nominating & Corporate Governance (1), Research & Development (0) .
Fixed Compensation
| Component | Policy/Actual | Detail |
|---|---|---|
| Annual Board Retainer | Lead Director: $75,000 (policy) | Gallagher served as Lead Independent Director; standard lead retainer applies |
| Committee Member Retainers | Audit Member: $10,000; Human Capital: $7,500; Nominating: $5,000; R&D: $5,000 (policy) | She served on Audit; other committee service per policy |
| 2024 Cash Fees Paid | $87,452 (actual) | Fees earned or paid in cash for 2024 |
Performance Compensation
| Award Type | Grant Size/Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Annual Director Program 2024 replacement) | 150,000 RSUs to each non‑employee director | Mar 2024 | Vests in full at 2025 annual meeting, subject to service | Human Capital Committee suspended regular option+RSU 1:1 annual grant and used RSUs only in 2024 |
| RSUs (Accounting value in Director Comp table) | $104,100 (aggregate fair value) | 2024 | As granted | Fair value computed per ASC 718 |
No performance share units, option grants, or formula-based performance metrics are disclosed for non-employee directors in 2024; RSU vesting is service-based to the next annual meeting .
Other Directorships & Interlocks
- Current public company board: PMV Pharmaceuticals (no disclosed Atara transactional interlock) .
- The only 2023–2025 related-party transaction disclosed involves Adiumentum and director Gregory Ciongoli tied to a financing, not Gallagher; Audit Committee oversight applies to related-party approvals .
Expertise & Qualifications
- CEO experience leading biopharma companies through strategic transactions (Calistoga acquisition by Gilead) .
- Deep operating exposure across major pharma and biotech (Lilly, Amgen, Pfizer, Biogen, etc.) .
- Board governance across multiple public companies and SPAC (PMV, Mirati, Turning Point, Certara, Millendo, Annexon, Metacrine, Frazier SPAC) .
- Skills matrix: Healthcare, Research & Development, Regulatory/Compliance, Public Company Governance, Executive Leadership, M&A/Transactions .
Equity Ownership
| Holder | Total Beneficial Ownership | Percent of Outstanding | Breakdown |
|---|---|---|---|
| Carol Gallagher | 26,024 shares | <1% | 19,184 shares held directly; 6,840 options exercisable within 60 days |
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 3x annual base pay; counting methodology includes unvested time‑vested RSUs at 70% of FMV and vested options at 70% intrinsic value; compliance assessed annually (no individual compliance status disclosed) .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging, short sales, pledging, or margin accounts in Atara stock .
Governance Assessment
- Strengths supporting investor confidence:
- Independent leadership: Lead Independent Director with prior Chair experience; clear separation of Chair and CEO roles .
- Audit oversight: Audit Committee service and signatory on the Audit Committee report; committee monitors related-party transactions and cybersecurity .
- Engagement: ≥75% meeting attendance standard met by all directors; regular executive sessions among non‑employee directors .
- Alignment policies: Director stock ownership guidelines, anti‑hedging/pledging policy, and no option repricing without shareholder approval .
- Say‑on‑pay support: ~90% average approval over recent years indicates strong shareholder support for compensation governance .
- Compensation structure signals:
- 2024 director equity shifted to RSUs vesting at the next annual meeting (service-based), emphasizing retention and basic alignment without complex performance formulas .
- Potential conflicts/RED FLAGS:
- No related-party transactions involving Gallagher are disclosed; Adiumentum financing relates to another director (Ciongoli) and was disclosed with Board oversight .
- No pledging or hedging permitted, reducing alignment risk .
- No indication of low attendance, tax gross-ups, or option repricing in director pay; repricing prohibited under the 2024 plan .
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Cash Fees (2024) | $87,452 |
| Stock Awards (fair value, 2024) | $104,100 |
| Total (2024) | $191,552 |
Committee Assignments Snapshot
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Member | Appointed June 2024; signed 2024 Audit Committee Report |
| Ad hoc Transactions Committee | Member | Reviews collaborations/licensing |
| Board Leadership | Lead Independent Director | Former Chair; Lead Independent Director as part of independent oversight model |
Performance Compensation Metrics (Directors)
| Element | Metric Type | Disclosure |
|---|---|---|
| Annual equity (2024) | RSUs (service-based) | 150,000 RSUs vest at 2025 annual meeting; no disclosed TSR/financial metric links |
| Ongoing policy (pre‑2024 suspension) | Options + RSUs (1:1 ratio; fair value basis) | Annual grant intended at $300,000 fair value; initial option grants at $450,000 fair value; suspended in March 2024 in favor of RSUs |
No director‑specific change‑of‑control multiples or tax gross‑ups disclosed; non‑employee director compensation limit embedded in the 2024 plan; options vest in full upon change‑in‑control per policy .
Related Party Transactions (Context)
- Policy requires Audit Committee pre‑approval for transactions >$120,000 involving related persons; the committee evaluates arm’s length terms and material interests .
- 2024 financing with Adiumentum (tied to director Ciongoli) disclosed, including proceeds and warrant terms; no link to Gallagher .
Say‑on‑Pay & Shareholder Feedback (Context)
- ~90% average support for say‑on‑pay at 2024 annual meeting and prior three years; Human Capital Committee maintained program design in response to strong support .
Compensation Peer Group (Context)
- 2024 peer group (18 biotech/cell & gene therapy companies) used for executive and director benchmarking via Pearl Meyer; the committee reviews peers annually .
Work History & Qualifications Summary
- CEO leadership (Calistoga, Metastatix) and deep biopharma operating experience (Lilly, Amgen, Pfizer, Biogen, etc.) .
- Public company governance across multiple boards; current PMV Pharmaceuticals director .
- Education: B.S./Pharm.D. University of Kentucky; attended Vanderbilt University .
Equity Plan & Governance Controls (Company Context)
- 2024 Equity Incentive Plan prohibits option repricing without shareholder approval; includes change‑in‑control treatment and non‑employee director compensation limits .
- Insider Trading Policy prohibits hedging/pledging by directors .
Overall, Gallagher’s independent leadership, audit oversight, and strong governance controls (ownership guidelines, anti‑hedging/pledging, no repricing) support board effectiveness and investor confidence; no conflicts or attendance issues are disclosed for her .