Gregory A. Ciongoli

About Gregory A. Ciongoli

Gregory A. Ciongoli (age 49) is an independent director of Atara Biotherapeutics, appointed in September 2024 in connection with Adiumentum Capital Management’s purchase of common stock and pre-funded warrants. He is Founder and Managing Partner of Adiumentum and previously was a Partner at The Baupost Group (2007–2024). He holds an A.B. from Princeton University and an MBA from Harvard Business School. Tenure on ATRA board: since September 2024 .

Past Roles

External Roles

Board Governance

• Independence: The board determined that, other than the CEO and chair, all directors are independent under Nasdaq rules; Ciongoli qualifies as independent .
• Committee assignments: None in 2024. Board committees and 2024 membership show no committee seats listed for Ciongoli (Audit, Human Capital, Nominating & Corporate Governance, R&D) .
• Attendance and engagement: Board met seven times in 2024; each director attended ≥75% of Board and committee meetings during their service. Non-employee directors held eight executive sessions in 2024 .
• Lead Independent Director: Carol Gallagher since September 2024 .
• Skills matrix: Ciongoli marked for Public Company Governance, Financial/Accounting, Executive Leadership, and M&A/Transactions, reflecting investor/operator acumen .

Fixed Compensation

Performance Compensation

• Performance metrics tied to director compensation: Not applicable; director equity is time-vested RSUs when granted; no performance-based PSUs/options disclosed for directors .

Other Directorships & Interlocks

• Investor representation trend: In May 2025, Panacea and Redmile affiliates (James Huang and Nachi Subramanian) joined ATRA’s board following a registered offering; both elected to forgo director compensation—reinforcing investor-led governance influence .

Expertise & Qualifications

• Investing and capital allocation: 17 years at Baupost with broad public/private equity investing across sectors .
• Governance and leadership: Founder/Managing Partner at Adiumentum; marked on board skills matrix for governance, finance/accounting, executive leadership, and M&A .
• Academic advisory leadership: Chairs Princeton’s James Madison Program Advisory Board .

Equity Ownership

• Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors .
• Stock ownership guidelines: Non-employee directors targeted to hold stock equal to 3x annual cash retainer; compliance status for individuals not disclosed .

Potential Conflicts and Related-Party Exposure

• Financing-linked appointment: Ciongoli’s board appointment was directly tied to Adiumentum’s $7.5M investment (shares and pre-funded warrants), creating an investor-director dynamic and potential conflicts around capital structure decisions. He waived director compensation, which reduces direct cash conflicts but not investment alignment considerations .
• Beneficial ownership concentration: Adiumentum’s stake approaches 20% (with a 19.99% blocker), potentially increasing influence; Audit Committee reviews related-party transactions .
• Indemnification: Standard indemnification agreements for directors are in place .

Governance Assessment

• Positives:

  • Independent director with strong capital markets expertise; no committee seats yet, but skills mapped to finance/M&A could enhance board effectiveness in transactions .
  • Waiver of director compensation and absence of RSUs in 2024 reduce cash/equity conflicts and signal investor alignment .
  • Strong board processes: Eight executive sessions; clear committee charters; anti-hedging/anti-pledging; clawback policy; stock ownership guidelines .
  • Shareholder support: Say-on-pay averaged ~90% approval in 2024, indicating constructive investor engagement environment .

• Risks/RED FLAGS:

  • Investor-director conflict potential: Appointment tied to financing by Adiumentum; large economic interest may influence decisions on capital raises, strategic transactions, and governance (monitor recusal practices on related matters) .
  • Board investor composition: Addition of Panacea and Redmile appointees in May 2025 further increases investor influence; balance with independent operational oversight should be monitored .
  • Concentration and warrants: Pre-funded warrants with minimal exercise price can increase effective control; subject to blocker but still a governance sensitivity .

• Implications for investors:

  • Alignment: Significant beneficial ownership by Adiumentum aligns director incentives with stock performance.
  • Oversight: Ensure Audit Committee rigorously reviews any related-party or financing decisions; expect robust disclosures on recusals and transaction reviews .

Notes on Board Committees (Context)

• Committee chairs: Audit (Fust), Human Capital (Heiden), Nominating & Corporate Governance (Mallik), R&D (Touchon). Ciongoli held no committee roles in 2024 .
• R&D Committee function: Advisory support on pipeline strategy and transactions; ad hoc Transactions Committee staffed by Gallagher, Heiden, Mallik (not Ciongoli) .

Director Compensation Policy Details

Ciongoli elected to waive compensation and had no RSUs outstanding in 2024 .

Summary of Independence, Attendance, and Engagement

• Independent under Nasdaq rules; majority-independent board .
• 2024 Board meetings: 7; each director attended ≥75% of meetings; eight executive sessions of non-employee directors .

Appendix: Financing and Securities Details Relevant to Appointment

• September 2024 registered offering: $36.0M gross proceeds; Adiumentum purchased 758,900 shares and a PF Warrant for up to 150,193 shares at $8.25/$8.2499 per share; Ciongoli appointed to board upon closing .
• Beneficial ownership blocker: Pre-funded warrant exercises capped to keep beneficial ownership ≤19.99% .