Charles Newton
Coherus OncologyAbout Charles W. Newton
Independent director of CHRS; age 54; Class I director with term through the 2027 annual meeting. He has served on the CHRS Board since May 2022 and is currently Chief Financial Officer of Lyell Immunopharma (since Feb 2021). Prior roles include Co-Head of Healthcare Investment Banking in the Americas at Bank of America (2015–2021), same role at Credit Suisse (2010–2015), and Managing Director/Head of Western Region Healthcare Investment Banking at Morgan Stanley (1996–2010). Education: MBA, Tuck School at Dartmouth; BS in Finance, Miami University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Managing Director & Co-Head, Healthcare Investment Banking (Americas) | Nov 2015–Feb 2021 | Senior leadership in healthcare capital markets |
| Credit Suisse | Managing Director & Co-Head, Healthcare Investment Banking (Americas) | Sep 2010–Nov 2015 | Co-led healthcare coverage |
| Morgan Stanley | Managing Director; Head, Western Region Healthcare Investment Banking | Jun 1996–Sep 2010 | Led regional healthcare IB coverage |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Lyell Immunopharma, Inc. | Chief Financial Officer | Public | Feb 2021–present | Operating executive role |
| 2seventy bio, Inc. | Director | Public | Current | Independent directorship |
| Carmot Therapeutics | Director | Private (acquired by Roche Feb 2024) | Prior to Feb 2024 | Board service ended at acquisition |
Board Governance
- Committee assignments: Compensation Committee member and Chair; current members are Charles Newton (Chair), Michael Ryan, and Lee N. Newcomer, MD; all independent and non‑employee directors per Nasdaq/Rule 16b‑3 .
- Independence: Board determined all directors other than CEO Dennis Lanfear are independent; committees meet heightened independence standards .
- Attendance: In 2024, Board met 6 times; Compensation Committee met 6 times; each director attended at least 75% of Board/committee meetings while serving. Nominating & Corporate Governance Committee did not meet in 2024 .
- Lead Independent Director: Mats L. Wahlström serves as Lead Independent Director and presides over executive sessions .
- Compensation consultant: Aon plc retained as independent consultant to the Compensation Committee; independence affirmed; no conflicts with other advisors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Policy in place Jan–Apr 2024 |
| Compensation Committee Chair fee | $20,000 | Increased from $15,000 in Apr 2024 |
| Compensation Committee member fee (non‑chair) | $10,000 | Increased from $7,500 in Apr 2024 |
| Audit Committee Chair fee | $20,000 | Policy detail |
| Audit Committee member fee (non‑chair) | $10,000 | Policy detail |
| Nominating & Corporate Governance Chair fee | $10,000 | Policy detail |
| Nominating & Corporate Governance member fee (non‑chair) | $5,000 | Policy detail |
| Newton 2024 cash fees (actual) | $78,125 | Fees earned in cash for 2024 |
Director compensation policy provides cash retainers and automatic, non‑discretionary equity grants. In April 2024, the lead independent director retainer increased to $40,000; Compensation Committee chair/member fees increased to $20,000/$10,000 respectively .
Performance Compensation
| Equity Element | Grant Size/Terms | Vesting | Exercise Price Basis |
|---|---|---|---|
| Initial option grant (upon Board appointment) | 168,000 shares | 1/3 after one year; then 1/36 monthly to 3 years, subject to service | Closing trading price on grant date |
| Annual option grant (recurring) | 112,000 shares | Vests in full on one‑year anniversary, subject to service | Closing trading price on grant date |
| Newton 2024 option award (fair value) | $130,782 | As per policy above | ASC 718 fair value; assumptions in 10‑K Note 12 |
| Outstanding options (Newton) at 12/31/2024 | 204,250 shares | Various prior grants | See director options table |
Notes: Option awards are automatic and non‑discretionary under the Director Compensation Policy; no performance metrics disclosed for director equity. Performance stock options exist for NEOs, vesting upon Board certification of milestones, but directors are shown receiving standard option awards in 2024 .
Other Directorships & Interlocks
| Entity | Relationship to CHRS | Interlock/Conflict Consideration |
|---|---|---|
| Lyell Immunopharma (CFO role) | No disclosed transactions with CHRS | Different therapeutic focus (cell therapy vs CHRS biosimilars/immuno‑oncology); Board deems Newton independent under Nasdaq rules . |
| 2seventy bio (Director) | No disclosed transactions with CHRS | No related‑party transactions over $120k since 1/1/2023 |
| Carmot Therapeutics (prior Director) | Acquired by Roche Feb 2024 | Historical role; no current exposure |
Expertise & Qualifications
- Financial and capital markets expertise from senior investment banking roles at Bank of America, Credit Suisse, and Morgan Stanley; operating CFO experience at Lyell Immunopharma .
- Education: MBA (Tuck School at Dartmouth); BS Finance (Miami University) .
- Sector experience: healthcare and biotechnology across financing, strategy, and operations .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Charles W. Newton | — | 204,250 | 204,250 | <1% (outstanding shares 115,922,573 as of 4/24/2025) |
- Anti‑hedging policy: Directors, officers, and employees prohibited from hedging transactions (e.g., collars, forwards) in Company stock; policy attached to 2024 Form 10‑K .
- Pledging: No specific anti‑pledging disclosure identified in proxy; anti‑hedging is explicit .
- Stock ownership guidelines for directors: Not disclosed in the proxy materials reviewed –.
Insider Trades and Section 16 Compliance
| Person | 2024 Section 16 Compliance | Late Filings | Notes |
|---|---|---|---|
| Charles W. Newton | Compliant | None | Company states all officers/directors complied; one late Form 4 was by Wahlström (not Newton) |
Governance Assessment
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Strengths:
- Clear independence determinations; Newton chairs Compensation Committee alongside independent members, supported by an independent consultant (Aon) with no conflicts .
- Regular executive sessions under a Lead Independent Director framework; separation of CEO/Chair from lead independent oversight .
- Transparent director compensation policy with standardized cash/equity components; Newton’s mix is primarily equity‑based (options), aligning with shareholder value creation via upside participation .
-
Watch items / potential red flags:
- Nominating & Corporate Governance Committee did not meet in 2024, which may signal limited refresh/governance cadence; monitor 2025 activity .
- No explicit disclosure of anti‑pledging policy and no director stock ownership guidelines identified; reduced formal constraints on alignment, though anti‑hedging is in place –.
- Multiple external commitments (CFO role at Lyell and 2seventy bio board) require ongoing attention to time/engagement; Board attendance met threshold in 2024 .
-
Shareholder sentiment signal: 2024 say‑on‑pay approval was 68.8% of votes cast; while executive‑focused, it is a governance barometer worth monitoring for broader compensation oversight under Newton’s committee leadership .
Overall: Newton brings deep financial and healthcare expertise and chairs a fully independent Compensation Committee with independent advisor support—positive for pay governance. Key monitoring areas include committee activity for board refresh, formal ownership/pledging policies, and sustained high attendance/engagement given external roles .