Jill O’Donnell-Tormey
Coherus OncologyAbout Jill O’Donnell-Tormey
Independent director since May 2022; age 69. Former CEO and Director of Scientific Affairs at Cancer Research Institute (CRI) from 1993 to September 2024, growing CRI’s annual budget from $5 million to over $40 million; prior CRI roles since 1987. Education: B.S. in Chemistry (Fairleigh Dickinson University) and Ph.D. in Cell Biology (SUNY Health Science Center). Core credentials: nonprofit life-sciences leadership, immunotherapy domain expertise, prior public board experience (HemaCare) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cancer Research Institute (CRI) | Chief Executive Officer; Director of Scientific Affairs | CEO 1993–Sep 2024; CRI joined 1987; Scientific Affairs Director until 1993 | Grew budget from $5M→$40M; immunotherapy advocacy |
| Cancer Research Institute (CRI) | Director of Scientific Affairs | 1987–1993 | Led scientific programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HemaCare Corporation | Director | 2018–2020 | Blood banking company; prior public board experience |
Board Governance
- Independence: Board determined all directors except CEO are independent under Nasdaq; Jill is independent .
- Committee memberships: Member, Nominating & Corporate Governance Committee (expected to continue post-2025 meeting; chair: Ali J. Satvat) .
- Other committees: Not listed as member of Audit or Compensation Committees (Audit: Stolper/Wahlström/Satvat/Karachun/Erbez; Compensation: Newton/Ryan/Newcomer) .
- Attendance: In 2024, Board met 6 times; Audit 4; Compensation 6; Nominating & Corporate Governance did not meet; each director attended at least 75% of meetings of the Board and committees on which they served .
- Board leadership: CEO is Chair; Lead Independent Director is Mats L. Wahlström; independent director executive sessions held regularly .
- Risk oversight, codes and policies: Board- and committee-level risk oversight; Code of Conduct; anti‑hedging policy prohibiting collars/forwards; equity award timing controls .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Standard director retainer |
| Committee membership cash (Nom/Gov) | $5,000 | Non‑chair member fee; aligns to total cash paid |
| 2024 cash fees earned | $55,000 | Reported for Jill O’Donnell‑Tormey |
| Option awards (grant‑date fair value) | $130,782 | 2024 director option grant fair value (ASC 718) |
| Total 2024 director compensation | $185,782 | Sum of cash and option awards |
Director compensation policy highlights (April 2024 update in bold):
- Base retainer $50,000; committee chairs/members: Audit Chair $20,000; Audit member $10,000; Compensation Chair $20,000; Compensation member $10,000; Nominating Chair $10,000; Nominating member $5,000; Lead Independent Director $40,000 .
Performance Compensation
| Equity Grant Structure | Grant Size | Vesting | Exercise Price | Performance Conditions |
|---|---|---|---|---|
| Initial option grant (on appointment/election) | 168,000 shares | 1/3 after 1 year; then monthly over 36 months (3 years total) | Closing price on grant date (or prior trading day) | None (time‑based) |
| Annual option grant | 112,000 shares | Vests in full at 1 year | Closing price on grant date (or prior trading day) | None (time‑based) |
CHRS does not use performance‑based metrics for non‑employee director equity; director grants are time‑based options per policy .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock | Notes |
|---|---|---|---|
| HemaCare Corporation | Former public company director | None disclosed with CHRS suppliers/customers/competitors | 2018–2020 service |
- Related‑party transactions: None involving directors/officers/5% holders since Jan 1, 2023 above SEC thresholds; mitigates conflict risk .
Expertise & Qualifications
- Scientific/industry: Immunotherapy leadership; deep life sciences network via CRI .
- Governance: Public board experience; member of CHRS Nominating & Corporate Governance Committee .
- Education: B.S. Chemistry (Fairleigh Dickinson); Ph.D. Cell Biology (SUNY Health Science Center) .
- Track record: Scaled CRI budget from $5M→$40M; signals fundraising and strategic program growth capability .
Equity Ownership
| Holder | Common Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jill O’Donnell‑Tormey, Ph.D. | 0 | 204,250 | 204,250 | <1% |
- Outstanding director options at 12/31/2024: Jill held options for 204,250 shares (aggregate), consistent with policy grants since appointment .
- Hedging/Pledging: Hedging prohibited by policy; no pledging or collateralization disclosed for directors .
Governance Assessment
- Strengths: Independent status; service on Nominating & Corporate Governance; regular Board executive sessions and designated Lead Independent Director; anti‑hedging and equity award timing controls; no related‑party transactions involving directors .
- Engagement/attendance: Company reports ≥75% attendance by all directors; Nominating & Corporate Governance Committee had no meetings in 2024—worth monitoring for cadence and charter execution .
- Alignment: Director pay mix is cash retainer plus time‑based options; Jill’s direct share ownership appears limited (beneficial ownership primarily via options), which may indicate lower immediate “skin‑in‑the‑game” versus outright holdings, though policies discourage hedging .
- Shareholder signals: 2024 say‑on‑pay approval was 68.8%—below typical large‑cap medians—suggesting investor scrutiny of compensation practices; Board notes continued annual say‑on‑pay cadence .
- RED FLAGS: None disclosed for related‑party transactions, legal proceedings, or hedging/pledging; monitor committee activity levels (Nom/Gov no 2024 meetings) and low direct ownership .
Committee Assignments Snapshot
| Committee | Role | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Nominating & Corporate Governance | Member | Ali J. Satvat | 0 | Expected composition post‑2025 keeps Jill as member |
| Audit | — | (2024 Chair Mark D. Stolper; Karachun to chair pre‑2025 election) | 4 | Jill not listed as member |
| Compensation | — | Charles W. Newton | 6 | Jill not listed as member |
Section 16 and Insider Activity
- Section 16 compliance: Company reports compliance in 2024; one late Form 4 by Wahlström; no issues noted for Jill .