Halley Gilbert
CytomX TherapeuticsAbout Halley Gilbert
Halley E. Gilbert (age 55) has served on CytomX Therapeutics’ board since April 2020 and is currently an independent Class III director. She is a seasoned biopharma legal and corporate strategy executive with prior C-suite roles and extensive governance experience; education includes a J.D. from Northwestern University School of Law and a B.A. from Tufts University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CARGO Therapeutics | Chief Legal Officer | Sep 2023–present | Senior legal and governance leadership at a public biopharma |
| NeoGenomics Laboratories | Chief Legal Officer | Aug 2021–Apr 2022 | Oversight of legal/compliance at a diagnostics company |
| Adagio Therapeutics | Chief Operating Officer | Jun 2020–Aug 2021 | Operational leadership in therapeutics development |
| Ironwood Pharmaceuticals | SVP Corporate Development & CAO; earlier General Counsel | 2008–Feb 2020 | Corporate strategy, BD, legal leadership at a public biopharma |
| Cubist Pharmaceuticals (acq. by Merck) | Vice President & Deputy General Counsel; Assistant Secretary; Assistant General Counsel | 2002–2007 | Legal leadership in pharma operations |
| Genzyme Corporation | Corporate Counsel | 1999–2002 | Corporate legal counsel |
| Skadden, Arps, Slate, Meagher & Flom LLP | Corporate Associate (M&A, securities) | 1995–1998 | Complex transactions and securities law expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcutis Biotherapeutics (NASDAQ: ARQT) | Director | Apr 2020–present | Public company board service |
| Vaxcyte (NASDAQ: PCVX) | Director | Apr 2020–present | Public company board service |
| Dermira (acq. by Eli Lilly) | Former Director | Prior role | Public company experience |
| Achaogen | Former Director | Prior role | Public company experience |
Board Governance
- Independence: Board determined Gilbert is independent under Nasdaq rules; also meets heightened audit committee independence criteria under SEC Rule 10A‑3/Nasdaq Rule 5605 .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair .
- Attendance/engagement: In FY2024, Board met 6x; Audit 4x; Compensation 5x; Nominating 2x. Each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director framework: Matthew P. Young serves as Lead Independent Director, presiding over executive sessions and liaising with management .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees earned (FY2024) | $55,500 | Actual cash paid |
| Board annual retainer | $40,000 | Standard program |
| Audit Committee member retainer | $7,500 | Standard program |
| Nominating & Governance Committee chair retainer | $8,000 | Standard program |
Performance Compensation
| Equity Element | Grant Details | Fair Value/Quantity | Vesting | Notes |
|---|---|---|---|---|
| Annual non-employee director option grant (FY2024) | Granted May 15, 2024 | $58,732 fair value; 38,000 options | Vest in full by next annual meeting or first anniversary, subject to service | Program terms and FY2024 table |
| Outstanding options (as of 12/31/2024) | Aggregate exercisable within 60 days | 168,000 options | As per award schedules | Director holdings disclosure |
| Change in control treatment | Equity acceleration | Full vesting of director equity upon change in control | On closing of change in control | Director program terms |
| Clawback policy | Applies to awards | Company-approved clawback/recoupment | Per policy | Plan provisions |
Equity award governance: No repricing without stockholder approval; removal of evergreen; dividends on unvested awards prohibited; clawback applies; grants follow established timing practices (no grants around MNPI) .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Arcutis Biotherapeutics | Public biopharma | Independent directorship; no related-party transactions disclosed with CytomX |
| Vaxcyte | Public biopharma | Independent directorship; no related-party transactions disclosed with CytomX |
| CARGO Therapeutics | Public biopharma employer (CLO) | Senior executive role; Board confirms independence; no related-party transactions disclosed |
Expertise & Qualifications
- Legal, corporate development, compliance, and public company governance expertise; deep biopharma operating experience from Ironwood, Cubist, Genzyme, and legal training at Skadden .
- Education: J.D., Northwestern University; B.A., Tufts University .
Equity Ownership
| Holder | Common Shares Owned | Options Exercisable (≤60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Halley Gilbert | 0 | 168,000 | 168,000 | <1% (*) |
(*) “<1%” denotes percent less than 1% as disclosed .
Company policies:
- Hedging: Prohibited for employees and directors under Corporate Securities Trading Policy .
- Pledging: Policy section references “Hedging and Pledging,” with explicit hedging ban; pledging restrictions not separately detailed in cited text .
Insider Trades and Filings
| Date | Filing | Summary |
|---|---|---|
| May 17, 2024 (txn date May 15, 2024) | SEC Form 4 (Statement of changes in beneficial ownership) | Reporting changes in beneficial ownership consistent with annual director options |
| Jun 13, 2025 | SEC Form 4 (Statement of changes in beneficial ownership) | Reporting changes in beneficial ownership following 2025 annual meeting grant cycle |
Governance Assessment
- Board effectiveness: Gilbert strengthens audit oversight and corporate governance as Audit Committee member and Nominating & Governance chair; independence affirmed under Nasdaq and SEC rules .
- Alignment: Director compensation mix balances cash retainers with annual options; no performance-based cash metrics; equity accelerates on change in control—standard but watch dilution and CIC terms. Option grants follow formal policies; clawback in place .
- Attendance/engagement: Meets ≥75% attendance threshold; participated in a board with structured risk oversight and shareholder engagement practices .
- Conflicts/related parties: No related-party transactions disclosed involving Gilbert; company prohibits hedging; independence determination mitigates conflict concerns despite external roles at public biopharma companies .
RED FLAGS: None disclosed specific to Gilbert. Monitor future CIC treatment changes, equity overhang/burn rate trends at the board level, and any potential overlap or transactions with companies where Gilbert holds officer/director roles; current disclosures show no related-party exposure .