Gilla Kaplan
About Gilla Kaplan
Independent director of Avalo Therapeutics (AVTX) since October 2020; age 78. Immunologist and academic research scientist with deep expertise in cellular immune response and adjunctive host-directed therapies. Co-founder and Chief Research Officer of Gilrose Pharmaceuticals; former Director of the Global Health Program (Tuberculosis) at the Bill & Melinda Gates Foundation (Jan 2014–Apr 2018). Education: B.Sc. in Microbiology & Physiology (Hebrew University, Jerusalem), M.Sc. and Ph.D. in Cellular Immunology (University of Tromsø, Norway). Board tenure and independence affirmed by the Board under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Foundation (Global Health Program, TB) | Director | Jan 2014 – Apr 2018 | Led reshaping of TB program leveraging 30 years of research experience; focused on immune modulation strategies. |
| Rockefeller University (NYC) | Principal Investigator (Immunology) | ~20 years | Advanced understanding of cellular immune response and host adjunctive therapies. |
| Public Health Research Institute Center (UMDNJ) | Principal Investigator (Immunology) | ~10 years | Continued translational research; multiple NIH/NIAID grants. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tyra Biosciences (Nasdaq: TYRA) | Director | Current | Public company directorship (biotech). |
| Celgene Corporation (formerly Nasdaq: CELG) | Director | Prior | Former public company board. |
| Gilrose Pharmaceuticals | Co-founder; Chief Research Officer | Current | Focus on immune modulation; co-founded. |
Board Governance
- Independence: Board determined Dr. Kaplan is independent under Nasdaq listing standards and Avalo’s Corporate Governance Guidelines; no disqualifying relationships.
- Committee assignments:
- Nominating & Corporate Governance Committee – Member.
- Science and Technology Advisory Committee (SATAC) – Chair.
- Attendance/Engagement:
- Board met 12 times in 2024; all directors attended at least 75% of Board and applicable committee meetings.
- All directors then in office attended the 2024 Annual Meeting.
- Board leadership and oversight:
- Independent Chairman of the Board (Michael Heffernan); separate CEO and Chair roles since March 2025.
- Independent directors hold executive sessions at least twice per year.
- Committee charters and Corporate Governance Guidelines available on ir.avalotx.com.
| Committee | Role | Chair | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | Samantha Truex | All members independent; met twice in 2024. |
| Science & Technology Advisory (SATAC) | Chair | Gilla Kaplan | Advises on R&D strategy, emerging science/tech; reports to Board. |
Fixed Compensation (Director)
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $61,408 | Quarterly payments; no per-meeting fees; reimbursed reasonable meeting expenses. |
Director fee policy (effective July 1, 2024; amended March 25, 2025 for Board Chair only):
- Annual non-employee director retainer: $40,000.
- Committee fees (annual): Audit Chair $20,000; Audit member $10,000; Compensation Chair $13,000; Compensation member $6,500; Nominating Chair $10,000; Nominating member $5,000; SATAC Chair $15,000; SATAC member $7,500.
- Directors may elect to receive cash compensation in stock options in 5% increments; 10-year option term; fair value based on Black-Scholes/binomial.
Performance Compensation (Director Equity)
| Year | Option Awards (Fair Value, USD) | Stock Awards (Fair Value, USD) | Options Held (12/31/2024, #) | Stock Awards Held (12/31/2024, #) | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 | $205,365 | $93,860 | 24,718 | 9,500 | 2024 annual grant (one-time structure): total 34,100 shares split between options and RSUs; both vest in three equal annual installments on Mar 28, 2025/2026/2027 (subject to continued service). |
- Annual director equity: Standard annual stock option grant of 17,050 shares (vest in full after 1 year); initial director option grant 34,100 shares (three-year ratable vest). 2024-only amendment allowed mix of options + RSUs totaling 34,100 shares with three-year vest.
- No disclosed performance-based metrics (e.g., TSR/EBITDA targets) tied to director equity; awards are time-based.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Exposure |
|---|---|---|
| Tyra Biosciences (TYRA) | None disclosed with AVTX suppliers/customers | Not disclosed; no related-party transactions involving Dr. Kaplan identified. |
| Celgene (CELG) | Prior board | Historical; no current AVTX transactions disclosed. |
Expertise & Qualifications
- Immunology and translational science expertise; extensive work on modulating immune response for disease control.
- Program leadership at BMGF in TB; reshaped portfolio strategy and execution.
- Academic credentials and grant track record (NIH/NIAID).
- Board experience at public biotech companies (TYRA; prior CELG).
- Education: B.Sc. (Hebrew University); M.Sc./Ph.D. (University of Tromsø).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Gilla Kaplan, Ph.D. | 11,485 | <1% | 3,167 common shares held directly; 8,318 options exercisable within 60 days of Apr 22, 2025. |
- RSUs outstanding at 12/31/2024: 9,500 (vesting Mar 28, 2025/2026/2027).
- Insider Trading Policy strongly discourages short sales, options, hedging transactions, and margin accounts for directors.
Governance Assessment
-
Strengths:
- Independent director with deep scientific domain expertise; chairs SATAC, enhancing Board oversight of R&D strategy and emerging science.
- Active committee participation (Nominating & Corporate Governance) with independent composition and formal charter.
- Attendance met policy thresholds; participation in 2024 Annual Meeting indicates engagement.
- Compensation mix weighted to equity, aligning interests with shareholders; standardized, time-based equity vesting reduces near-term cash burn.
-
Considerations / Potential Red Flags:
- Low absolute ownership (<1%) may limit “skin in the game” optics despite equity grants; options/RSUs are time-based with no disclosed performance hurdles.
- No disclosed director-specific stock ownership guidelines or compliance status; limited visibility into pledging/hedging beyond policy discouragement.
- No related-party transactions disclosed involving Dr. Kaplan; continue to monitor changes in committee roles and any external engagements that could pose conflicts.
Overall, Dr. Kaplan enhances board effectiveness through scientific leadership and governance participation, with independence affirmed and engagement evidenced; ownership alignment is primarily via time-based equity grants rather than performance-conditioned awards.