Simba Gill
About Balkrishan (Simba) Gill
Balkrishan (Simba) Gill, Ph.D., is an independent Class III director of Foghorn Therapeutics (FHTX), serving since July 2017, with his current term expiring at the 2026 annual meeting; he is designated an independent director under Nasdaq rules. He is Executive Chairman of Serina Therapeutics (since 2024) and was previously CEO of Evelo Biosciences (2015–2023), and a special advisor/senior partner at Flagship Pioneering (2015–2023); he holds a Ph.D. from King’s College London and an MBA from INSEAD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evelo Biosciences | Chief Executive Officer | 2015–2023 | Led company through operating period; biotech leadership credentials |
| Flagship Pioneering | Special Advisor and Senior Partner | 2015–2023 | Venture creation and life sciences portfolio experience |
| Realm Therapeutics PLC | Director | 2016–2019 | Board governance for UK-listed biotech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Serina Therapeutics | Executive Chairman | 2024–present | Current operating/board leadership role |
Board Governance
| Committee | Membership | Chair | Designations |
|---|---|---|---|
| Audit | Member | No | Audit Committee Financial Expert designation (Gill and Parshall) |
| Compensation | Member | Yes | Chair of Compensation Committee |
| Nominating & Corporate Governance | Member | No | Committee composed of Cole (Chair), Lynch, Parshall |
- Board structure: Classified board with staggered three-year terms; Gill is Class III (term ends 2026), which may delay or prevent change-of-control actions .
- Independence: Board determined Gill (and all non-CEO directors) are independent under Nasdaq and Exchange Act criteria .
- Attendance and engagement: Board met 5 times in 2024; all then-serving directors (except Dr. Koppel) attended at least 75% of Board/committee meetings; non‑employee directors held executive sessions at each regular meeting .
Fixed Compensation
| Component (FY 2024) | Amount ($) |
|---|---|
| Annual Board Retainer | 40,000 |
| Audit Committee Member Fee | 7,500 |
| Compensation Committee Chair Fee | 10,000 |
| Cash Fees Total | 57,500 |
| Option Awards (Grant-date fair value) | 66,447 |
| Total Director Compensation | 123,947 |
Equity grant details (FY 2024):
| Grant Date | Instrument | Shares | Vesting | Notes |
|---|---|---|---|---|
| June 26, 2024 | Stock Option | 16,000 | Vests in full on first anniversary of grant | Exercise price at least equal to closing price on grant date; annual grant per policy |
Director compensation policy (structure):
- Annual cash fees: $40,000 director retainer; committee fees: Audit $7,500 ($15,000 chair), Compensation $5,000 ($10,000 chair), Nominating $4,000 ($8,000 chair) .
- Equity: Initial 32,000-share option for new directors; annual 16,000-share option for continuing directors; annual grant-date fair value caps ($300k annual; $600k initial) .
Performance Compensation
| Metric Category | Metric | FY 2024 Target/Terms | Result/Disclosure |
|---|---|---|---|
| Director equity design | PSUs/RSUs with performance metrics | Not disclosed for non‑employee directors | Director equity consists of time-based stock options; no performance metric framework described |
Note: The proxy describes time-based annual director option grants and committee/retainer cash fees; it does not disclose any director PSUs/RSUs or TSR/financial metric-linked awards for non‑employee directors .
Other Directorships & Interlocks
| Entity | Type | Relationship/Interlock | Notes |
|---|---|---|---|
| Flagship Pioneering (Funds) | Significant stockholder | Flagship-affiliated funds own ~22.75% of FHTX; Douglas G. Cole (Flagship Managing Partner) is also a director; Gill was a Flagship senior partner (2015–2023) | Potential influence from large holder and prior affiliation; Board still deems Gill independent |
| Eli Lilly and Company | Strategic partner & stockholder | Collaboration with Loxo Oncology at Lilly; Lilly owns 4,000,000 shares (~7.18%) | Material partner ownership and collaboration oversight via Audit Committee/related party review |
Expertise & Qualifications
- Biotech operating executive experience (CEO of Evelo Biosciences) and venture creation background (Flagship Pioneering), bringing portfolio and development acumen .
- Audit Committee Financial Expert designation; contributes to financial oversight quality .
- Academic credentials: Ph.D. (King’s College London), MBA (INSEAD), supporting scientific and business governance .
Equity Ownership
| Ownership Detail (as of April 23, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 185,779; less than 1% of outstanding* |
| Directly Owned Shares | 34,061 |
| Options Exercisable within 60 days | 151,718 |
| Total Stock Options Outstanding | 167,718 |
| Shares Outstanding (for % calc) | 55,721,340 |
- Company policy prohibits short sales, hedging, use of margin accounts, and pledging of company securities by directors/officers/employees, supporting alignment (no pledging allowed) .
- Stock ownership guidelines: Compensation Committee may recommend guidelines for executive officers and non‑employee directors; specific guideline amounts/compliance not disclosed .
Governance Assessment
-
Strengths:
- Dual role on key committees (Audit member with “financial expert” status; Compensation Chair) enhances oversight of reporting and pay practices .
- Independent status affirmed; Board conducts executive sessions at each regular meeting, supporting independent oversight .
- Director pay structure is moderate and aligned (retainer + committee fees + time‑based options; annual option grant of 16,000 shares) .
-
Potential Risks/Red Flags:
- Classified board may entrench incumbency and slow strategic change in contested situations .
- Large shareholder influence: Flagship Pioneering funds (~22.75%) and a Flagship managing partner (Cole) on the Board; Gill’s prior Flagship affiliation (ended 2023) creates perceived interlock risk despite independence determination .
- Related party environment: Material Lilly collaboration and ownership require vigilant Audit Committee oversight of related party transactions (committee is explicitly tasked with such review) .
-
Process/Controls:
- Audit Committee reviews and approves related person transactions; no Gill-specific related party transactions disclosed since Jan 1, 2024 .
- Insider trading and pledging/hedging prohibitions reduce alignment risk; Section 16(a) compliance reported for 2024 .
- As an emerging growth company, FHTX is exempt from say‑on‑pay votes, limiting a shareholder feedback mechanism on pay practices; places more importance on Compensation Committee disclosure and engagement .