Gilles Spenlehauer
About Gilles Spenlehauer
Dr. Gilles Spenlehauer is an independent Class II director of Carmell Corporation (Nasdaq: CTCX) appointed on November 15, 2023. He is 64, holds a PhD in Biopharmacy from Paris-Sud University with a post-doctoral fellowship at Washington University in St. Louis, and brings deep R&D leadership experience from L’Oréal (Worldwide Head of Advanced Research; Department Head of Science and Skills of the Future), Pfizer (Head of Pharmaceutical Sciences, UK R&D), and currently serves as Scientific Director of SDTech Group . The Board has determined he is independent under Nasdaq rules, and he attended at least 75% of Board/committee meetings during 2023 (for the period served) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L’Oréal | Worldwide Head of Advanced Research; Department Head of Science and Skills of the Future | ~17 years prior to SDTech | Led 700 scientists; product innovation and M&A scientific due diligence |
| Pfizer (UK R&D) | Head of Pharmaceutical Sciences | Prior to L’Oréal | R&D leadership |
| Rhone-Poulenc Rorer | Scientist | Early career | Scientific contributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SDTech Group (chemical manufacturing) | Scientific Director | Current | External industry role; not disclosed as a related party to CTCX |
Board Governance
- Board class/tenure: Class II director; term slated to expire at the 2025 annual meeting cycle; appointed November 15, 2023 .
- Independence: Board determined Spenlehauer is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments:
- Nominating & Corporate Governance Committee – Member (Chair: Rich Upton). Committee met once in 2023 .
- Not listed as a member of Audit (Anderson, Frisch, Sturgeon; met twice in 2023) or Compensation (Gregory, Anderson, Sturgeon; met three times in 2023) .
- Attendance: Each director attended at least 75% of meetings of the Board and their committees in 2023 (for the period served) .
- Governance controls: Company has a Clawback Policy adopted July 14, 2023 for executive incentive compensation; Compensation Committee administers (policy scope focused on executives) .
- Trading/hedging policy: Insider trading policy expressly prohibits derivative transactions in company stock; policy discussion addresses risks from pledging/margin but explicit prohibition disclosed relates to derivatives .
Fixed Compensation
| Component | FY 2023 Amount | Notes |
|---|---|---|
| Non-employee director annual retainer (policy) | $50,000 | Paid quarterly; directors may elect to receive any portion in fully vested shares; policy simplified post-Business Combination . |
| Fees earned (cash) – Spenlehauer | $12,500 | Partial-year service after appointment on Nov 15, 2023 . |
Performance Compensation
| Component | Detail | FY 2023 Amount | Vesting/Terms |
|---|---|---|---|
| One-time option grant (non-employee director policy) | Intended to provide equity comp for four years following grant; granted under 2023 Plan | $155,394 (grant-date fair value) | 2023 Plan generally vests 25% at 1-year anniversary, remaining monthly over 36 months; options up to 10-year term; strike ≥ FMV; change-in-control actions (incl. possible acceleration) at Committee discretion . |
| Options exercisable within 60 days (ownership table) | Portion of award exercisable as of 1/29/2025 | 27,228 shares (counted for SEC beneficial ownership) | As above (general plan terms) . |
Note: The proxy discloses grant-date fair value; it does not disclose the individual option strike price, total grant size, or award date specific to Dr. Spenlehauer beyond exercisable counts in ownership tables .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed (public company boards) | — | — | — | No public company directorships disclosed in proxy . |
| SDTech Group | Private | Scientific Director | — | Not disclosed as related party; no related-party transactions involving Spenlehauer noted . |
Expertise & Qualifications
- Scientific and R&D leadership: Led 700 scientists at L’Oréal in global advanced research with innovation and acquisition due diligence exposure .
- Pharma development: Leadership roles at Pfizer UK and prior scientific roles at Rhone-Poulenc Rorer .
- Education: PhD in Biopharmacy, Paris-Sud University; post-doctoral fellowship in peptides at Washington University in St. Louis .
Equity Ownership
| Metric | As of May 31, 2024 | As of Jan 29, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 5,381 | 34,826 (includes 27,228 options exercisable within 60 days) |
| % of outstanding shares | <1% | <1% (out of 30,119,843 shares outstanding) |
Insider Filings and Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance (FY 2023) | Company disclosed that Spenlehauer filed one late Form 4 with respect to two transactions and a late Form 3; several other insiders also had late filings . |
Governance Assessment
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Strengths
- Independent director with deep science/R&D credentials relevant to Carmell’s aesthetics and life sciences focus; serves on Nominating & Corporate Governance, supporting board refresh, evaluation, and governance policy oversight .
- Director equity via one-time options aligns long-term incentives; policy allows stock in lieu of cash retainers to further alignment .
- Company maintains executive clawback and restricts derivative transactions in company stock; formal related-party transaction review resides with Audit Committee .
-
Watch items / Red flags
- Section 16(a) delinquency: Late Form 3 and a late Form 4 (two transactions) for Spenlehauer in 2023—administrative but a governance foot fault investors may track for remediation .
- Ownership alignment is modest in absolute terms (<1%); while options create exposure, beneficial ownership remains small relative to float, typical for small-cap boards but worth monitoring for additional open-market alignment .
- Board leadership is combined (CEO is Chair), with independent committees offsetting; not specific to Spenlehauer but relevant to board effectiveness context .
-
Conflicts/Related-party exposure
- No related-party transactions involving Spenlehauer are disclosed. Related-party items in 2023 (AxoBio/Burns Notes; OrthoEx/Ortho Spine) do not name him; Audit Committee reviews and must approve related-party transactions .
-
Compensation structure implications
- Simplified policy (cash retainer + one-time long-dated options) emphasizes time-based service rather than annual equity refresh; options generally vest over four years and can be subject to change-in-control actions at Committee discretion—monitor for any acceleration events .
- No director meeting fees or committee chair fees are described in the simplified policy; the cash/equity mix is relatively streamlined (retainer plus initial option) .
Overall: Spenlehauer strengthens the board’s science and product innovation oversight. Primary governance watch item is the late Section 16 filings; otherwise, independence, attendance, and committee service are in-line with expectations for small-cap boards .