Kimberly Blackwell
About Kimberly Blackwell
Kimberly L. Blackwell, M.D., age 56, has served as an independent director of Monte Rosa Therapeutics (GLUE) since July 2020. She holds an M.D. from the Mayo Clinic College of Medicine and Science and a B.A. in bioethics from Duke University, with a background spanning oncology leadership in industry and academia. Recent roles include CEO of Zentalis Pharmaceuticals (May 2022–Nov 2024), CMO of Tempus Labs (Mar 2020–May 2022), and VP of Early Phase Oncology & Immuno-oncology at Eli Lilly (Mar 2018–Mar 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zentalis Pharmaceuticals | Chief Executive Officer | May 2022 – Nov 2024 | Led clinical-stage biopharma; CEO role concluded Nov 2024 |
| Tempus Labs | Chief Medical Officer | Mar 2020 – May 2022 | Oversaw biotech clinical strategy |
| Eli Lilly | VP, Early Phase Oncology & Immuno-oncology | Mar 2018 – Mar 2020 | Led early oncology development |
| Duke Cancer Institute | Director, Women’s Cancer Program; Professor; Associate Director for Strategic Relations | 2012 – 2018 | Led clinical development teams for early-stage therapeutics |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Century Therapeutics | Director | Since Jun 2021 | Current public company board seat |
| Zentalis Pharmaceuticals | Director | Jul 2020 – Nov 2024 | Interlock: GLUE director Jan Skvarka joined Zentalis board in Sep 2022 |
Board Governance
- Independence: The board determined all directors except the CEO (Markus Warmuth) are independent under Nasdaq and SEC rules; Blackwell qualifies as independent .
- Committee assignments: Chair, Compensation Committee; member peers include Ali Behbahani, M.D., and Anthony Manning, Ph.D.; the committee met six times in 2024 . Not a member of Audit (chair: Christine Siu; met 4 times) or Nominating & Corporate Governance (chair: Jan Skvarka; met 3 times) .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; directors are encouraged to attend the annual meeting, and all (except Eric Hughes, who joined in Dec 2024) attended the 2024 annual meeting .
- Board leadership: Roles of Chair and CEO are separated; Andrew Schiff, M.D. serves as Non-Executive Chair .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees earned | 54,375 | Reflects board retainer plus committee service; policy retainer levels shown below |
| Option awards (grant-date fair value) | 69,016 | ASC 718 fair value; accounting cost, not realized value |
| Total | 123,391 | 2024 non-employee director compensation total |
Director compensation policy (amended & restated June 2024):
- Annual board retainer: $40,000; Non-executive chair additional $30,000 .
- Committee retainers: Audit/Compensation member $7,500; chair $15,000; Nominating & Corporate Governance member $4,000; chair $8,000 (committee established June 2024) .
- Directors can elect equity in lieu of cash retainers; reasonable expense reimbursement .
Performance Compensation
| Equity Award Structure | Terms | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial option grant (new directors) | 44,200 shares | Vests ratably over 36 monthly installments following grant date | 100% acceleration upon change in control |
| Annual option grant (continuing directors at 2024 annual meeting) | 22,100 shares | Vests in full upon earlier of first anniversary or next annual meeting | 100% acceleration upon change in control |
- Blackwell held 140,663 shares subject to stock options outstanding as of Dec 31, 2024 (aggregate) .
- No director PSUs/RSUs or performance scorecards are disclosed for non-employee directors; equity compensation is time-vested under the policy .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Assessment |
|---|---|---|---|
| Century Therapeutics | Public | Director (since Jun 2021) | No GLUE-disclosed related-party transactions; governance-neutral absent transactional ties |
| Zentalis Pharmaceuticals | Public | Director (Jul 2020–Nov 2024) & CEO (May 2022–Nov 2024) | Interlock with GLUE director Jan Skvarka (Zentalis board since Sep 2022); no GLUE-disclosed related-party transactions |
Expertise & Qualifications
- Oncology and immuno-oncology leadership spanning big pharma and biotech (Eli Lilly, Tempus, Zentalis); deep clinical development and translational research background .
- Academic leadership and clinical development at Duke Cancer Institute; scientific credentials include M.D. (Mayo) and bioethics training (Duke) .
- Board rationale: Scientific background and clinical/research leadership underpin board effectiveness .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Shares beneficially owned | 118,563 | Consists of options exercisable within 60 days of Mar 31, 2025; <1% of shares outstanding |
| Ownership % of outstanding | <1% | Based on 61,509,821 shares outstanding as of Mar 31, 2025 |
| Options outstanding (aggregate) | 140,663 | As of Dec 31, 2024; includes unvested |
Policy and alignment safeguards:
- Insider trading policy prohibits short sales, derivative transactions, hedging, and pledging of company stock; trading requires approval and is restricted around material nonpublic information .
- Equity plan provides standard change-in-control acceleration for director options; no director-specific clawback is disclosed (clawback applies to executives per Dodd-Frank) .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee (demonstrates governance trust); documented attendance thresholds met; separation of Chair/CEO roles; use of independent compensation consultant (Radford), with committee oversight and conflict assessment completed .
- Compensation alignment: Mix of modest cash retainer and time-vested options supports stockholder alignment; ability to elect equity in lieu of cash retainer further aligns interests .
- Interlocks/conflicts: Historical interlock at Zentalis with GLUE director Jan Skvarka; however, GLUE discloses no related-party transactions involving directors since Jan 1, 2023. Audit Committee reviews related person transactions under formal policy; none flagged related to Blackwell .
- Risk indicators: Hedging/pledging prohibited; EGC status means no say-on-pay votes are required (reduces direct shareholder feedback on compensation structure); director equity accelerates on change-in-control (standard in biotech, but watch for potential entrenchment signals if paired with other provisions; none disclosed here) .
- RED FLAGS: None disclosed regarding related-party transactions, legal proceedings, or attendance shortfalls; monitor for future interlocks that involve suppliers/customers and any exceptions/waivers to insider trading policy (none to date) .