Jane Pritchett Henderson
About Jane Pritchett Henderson
Independent Class III director at CARGO Therapeutics since June 2024; age 59. Currently CFO of Apogee Therapeutics (Nasdaq) since January 2023; prior senior finance roles across Invivyd (Adagio), Turnstone Biologics, Voyager Therapeutics, and Kolltan Pharmaceuticals following ~20 years in healthcare investment banking. Education: B.S. in psychology from Duke University. At CARGO, she serves on the Audit Committee and Compensation Committee and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apogee Therapeutics, Inc. (Nasdaq) | Chief Financial Officer | Jan 2023–present | CFO role overseeing finance |
| Invivyd, Inc. (f/k/a Adagio Therapeutics, Nasdaq) | CFO & Chief Business Officer | Dec 2020–Nov 2022 | Finance/business leadership for antibody therapeutics |
| Turnstone Biologics Corp. (private) | Chief Financial Officer | Jun 2018–Dec 2020 | CFO role |
| Voyager Therapeutics, Inc. (Nasdaq) | CFO & SVP Corporate Development | Jan 2017–Jun 2018 | Finance and BD leadership |
| Kolltan Pharmaceuticals, Inc. (private; acquired by Celldex) | SVP, Chief Financial & Business Officer | Feb 2013–Nov 2016 | Finance/business leadership until acquisition |
| Healthcare Investment Banking | Various roles | ~20 years prior to 2013 | Capital markets/transactions background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akero Therapeutics, Inc. (Nasdaq) | Director | Apr 2019–present | Public company board |
| Ventus Therapeutics, Inc. (private) | Director | Nov 2021–present | Private biopharma board |
| IVERIC Bio, Inc. (Nasdaq; acquired by Astellas) | Director | Jan 2018–Jul 2023 | Service concluded at acquisition |
| Sesen Bio, Inc. (Nasdaq) | Director | Oct 2013–Nov 2021 | Former public company director |
| Southern Methodist University, Dedman College | Executive Board | Ongoing | Academic board service |
Board Governance
- Board classification and tenure: Class III director; term expires at the 2026 annual meeting .
- Committee assignments: Audit Committee (member) and Compensation Committee (member); Audit chaired by David C. Lubner; Compensation chaired by John Orwin .
- Independence: Board determined Henderson independent under Nasdaq rules; Audit and Compensation Committees comprised entirely of independent directors .
- Attendance: In 2024 the Board met 9 times; Audit 4; Compensation 6; Nominating 2; R&D 4. In 2025, each Board member attended at least 75% of applicable meetings .
- Leadership: John Orwin is Chairperson; independent directors hold regular executive sessions .
- 2025 annual meeting voting outcomes (context): Class II directors received strong support; auditor ratification passed decisively .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000/year | Paid quarterly in arrears |
| Audit Committee member retainer | $7,500/year | Non-chair member rate |
| Compensation Committee member retainer | $5,000/year | Non-chair member rate |
| 2024 fees earned (Henderson) | $30,144 | Partial-year service from June 2024 |
Performance Compensation
| Equity Type | Shares/Units | Grant Date Fair Value ($) | Vesting | Cadence/Change-in-Control |
|---|---|---|---|---|
| Director Initial Option Grant | Up to 50,000 (capped at ≤$800k fair value) | N/A (program term) | 1/36 monthly over 3 years | Granted upon board entry; vests fully on change-in-control (single-trigger) |
| Director Annual Option Grant | Up to 25,000 (capped at ≤$400k fair value) | N/A (program term) | Vests in full by next annual meeting or 1-year anniversary | Annual cadence; vests fully on change-in-control (single-trigger) |
| Henderson – 2024 Option Awards | 59,187 shares underlying options | $835,392 | Per program (mix of initial/annual grants as applicable) | Subject to single-trigger full vesting on change-in-control |
- Performance metrics tied to director compensation: None disclosed (director equity awards are service-based options) .
- Clawback policy: Adopted Nov 9, 2023 for executive incentive-based comp; not specific to directors’ equity retainers .
Other Directorships & Interlocks
| Entity | Relationship to CRGX | Potential Interlock/Conflict |
|---|---|---|
| Apogee Therapeutics (CFO) | No CRGX-related party transactions disclosed | No transactions involving Henderson disclosed; independence affirmed |
| Akero, Ventus, prior IVERIC, Sesen boards | External board roles | No CRGX-related party transactions involving Henderson disclosed |
- Related party transactions (CRGX): Disclosures center on investor financings; no transactions identified involving Henderson .
Expertise & Qualifications
- Finance and capital markets leadership as CFO and senior BD executive across multiple biotech companies; oncology and biopharma industry experience .
- Independent director; Audit and Compensation Committee member (Audit financial expert designation is held by Lubner, not Henderson) .
- Governance and board experience across public and private companies; academic board role .
Equity Ownership
| Holder | Common Shares Owned | Options Exercisable ≤60 Days | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Jane Pritchett Henderson | — | 32,919 | 32,919 | <1% |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging of Company securities, supporting alignment with shareholders .
Governance Assessment
-
Strengths:
- Independent director with deep CFO/finance experience; active on Audit and Compensation Committees .
- Independence explicitly affirmed; committee independence complied .
- Attendance meets at least 75% threshold; Board/committee engagement evidenced by 2024 meeting cadence .
- Hedging/pledging prohibited; director equity paid in options (at-risk, performance-levered via stock price) .
-
Watch items / potential red flags:
- Single-trigger full vesting of director equity awards upon change-in-control; while common, it can reduce retention incentives through a transaction .
- Significant external time commitments (CFO role at Apogee + multiple boards); monitor sustained attendance and committee workload, though 2025 attendance threshold met .
- No director ownership guidelines disclosed; beneficial ownership is modest (<1%), though option-based structure provides leverage to performance .
-
Shareholder signals:
- 2025 annual meeting showed strong support for director slate (Class II) and auditor ratification, indicating broader investor confidence in governance framework; Henderson not up for election in 2025 (Class III) .
-
Say-on-Pay context:
- As an emerging growth company, CRGX does not conduct non-binding say-on-pay votes, reducing one governance feedback channel for investors .