David Gill
About David Gill
David Gill, age 70, has served as an independent director of Evolus since February 2018 (Class I), and is currently Chair of both the Audit Committee and the Compensation Committee. He brings 30+ years in medical devices and life sciences, including CFO roles; he holds a B.S. in Accounting from Wake Forest University, an MBA from Emory University, and is a CPA (inactive). He is nominated for re‑election at the June 5, 2025 annual meeting to serve until the 2028 annual meeting if elected. Current public board: Y‑mAbs Therapeutics, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perspectum, Ltd. | Chief Financial Officer | Feb 2021 – Oct 2021 | Finance leadership in healthcare technology |
| Various publicly traded companies (EndoChoice; NxStage Medical; CTI Molecular Imaging; Interland; Novoste) | Senior executive leadership roles | Not specified | Broad finance/operating leadership in life sciences and tech-enabled businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Y‑mAbs Therapeutics, Inc. | Director | Dec 2017 – Present | Current public board; life sciences domain expertise |
| Strongbridge Biopharma PLC | Director | Sept 2019 – Oct 2021 | Former public directorship (last 5 years) |
| Strata Skin Sciences, Inc. | Director | May 2018 – May 2020 | Former public directorship (last 5 years) |
| Melinta Therapeutics, Inc. (f/k/a Cempra Inc.) | Director | Apr 2012 – Apr 2020 | Former public directorship (slightly outside last 5 years) |
| Histogenics Corporation | Director | Jan 2015 – Jul 2019 | Former public directorship (last 5 years) |
Board Governance
- Classification/tenure: Class I director since 2018; nominated for re‑election at the 2025 meeting to serve until the 2028 annual meeting if elected. The board is classified into three classes with three‑year terms. Independent under Nasdaq rules.
- Leadership: Independent board; CEO is not Chair. Non‑executive chair role separated from CEO.
- Committee leadership: Audit Committee Chair; Compensation Committee Chair; designated “audit committee financial expert” by the board.
- Meetings/attendance: Board held 6 meetings in 2024; each director attended ≥75% of board and committee meetings. Audit Committee met 4 times; Compensation Committee met 6 times in 2024.
| Committee | Role | 2024 Meetings Held | Independence Notes |
|---|---|---|---|
| Audit | Chair | 4 | Committee members independent; Gill is audit committee financial expert |
| Compensation | Chair | 6 | All 2024 members independent; no related‑person transactions requiring disclosure for members |
| Nominating & Corporate Governance | Not listed as member | 2 (committee total) | Members independent (Gill not listed) |
Fixed Compensation (Director)
- Program structure: Annual cash retainer $50,000; committee fees—Audit Chair $20,000; Compensation Chair $15,000; other committee roles as shown below. Paid quarterly. For 2025, non‑executive board chair retainer increases to $50,000 (not applicable to Gill unless serving as chair of the board).
| Cash Component (2024) | Amount ($) |
|---|---|
| Annual Director Retainer | 50,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Corp Gov Chair | 10,000 |
| Other Committee Member Fees | Audit $10,000; Comp $7,500; N&CG $5,000 |
| 2024 Actual Director Compensation (Gill) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 95,000 |
| Stock Awards (Grant‑date fair value) | 84,743 |
| Option Awards (Grant‑date fair value) | 84,997 |
| Total | 264,740 |
Performance Compensation (Director Equity)
- Annual director equity for 2024 consisted of RSUs and stock options; grants accelerate in full upon certain changes in control (to the extent unvested).
- Grant timing: Annual awards granted at a regular Compensation Committee meeting in Q1 following earnings release; exercise price equals closing price on grant date.
| Award | Grant Date | Shares/Units | Exercise Price | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|---|
| RSU (annual) | Feb 2024 | 6,464 | — | 84,743 | 100% on 12‑month anniversary of grant, subject to service |
| Stock Option (annual) | Feb 2024 | 9,377 | $13.15 | 84,997 | 12 equal monthly installments after grant, subject to service |
Other Directorships & Interlocks
- Current public board: Y‑mAbs Therapeutics, Inc. (Dec 2017–present). Former public boards in last five years include Strongbridge Biopharma PLC, Strata Skin Sciences, Melinta Therapeutics, and Histogenics. No disclosed interlocks involving Evolus’ executive officers.
Expertise & Qualifications
- Financial expertise: Audit committee financial expert (SEC standards); CPA (inactive). Deep CFO experience across life sciences and tech‑enabled companies.
- Industry experience: 30+ years in medical devices/life sciences; prior senior leadership roles at multiple public companies.
- Education: B.S. in Accounting (Wake Forest University); MBA (Emory University).
Equity Ownership
| Holder | Beneficial Ownership (as of Apr 18, 2025) | % of Shares Outstanding | Notes (60‑day look‑through) |
|---|---|---|---|
| David Gill | 141,296 shares | <1% | Includes 107,332 options exercisable within 60 days of Apr 18, 2025 |
- Shares outstanding used for calculation: 64,470,589 as of Apr 18, 2025. Pledging and hedging of company stock by insiders (including directors) is prohibited by policy.
- Director outstanding equity (as of Dec 31, 2024): 102,983 options and 6,464 RSUs.
Governance Assessment
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Strengths
- Independent director serving as Chair of both Audit and Compensation committees; designated audit committee financial expert—supports robust financial oversight and pay governance. Audit (4 meetings) and Compensation (6 meetings) activity levels indicate active committee engagement.
- No related‑person transactions requiring disclosure for Compensation Committee members in 2024; committee membership fully independent; external consultant (Radford) engaged with no conflicts found.
- Strong alignment features: meaningful director equity (time‑based RSUs and options), prohibition on pledging/hedging, and established insider trading and clawback policies (clawback focused on executives).
-
Watch items
- Concentration of key committee chair roles (Audit and Compensation) in one director may elevate key‑person dependency at the committee level; ongoing board refreshment and committee succession planning are prudent. Fact pattern: Gill chairs both Audit and Compensation.
- Attendance disclosure is threshold‑based (≥75%); while compliant, no individual attendance detail by director is provided beyond minimum standard. Board held 6 meetings in 2024.
-
RED FLAGS observed
- None specific to Gill in 2024: independent status affirmed; no related‑person transactions involving Gill; no pledging/hedging permitted.
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Additional notes affecting investor confidence
- Classified board structure remains in place; Gill’s Class I seat up for shareholder vote in 2025 to serve until 2028 if elected.
- CEO is not Chair; the board maintains separation of roles, supporting independent oversight.