Joseph Jimenez
About Joseph Jimenez
Joseph Jimenez, age 65, has served on Century Therapeutics’ (IPSC) board since August 2019 and as independent Chairman since February 2021. He is Co‑Founder and Managing Director of Aditum Bio, and previously served as CEO of Novartis AG (2010–2018). He also serves on the boards of General Motors (since 2015) and Procter & Gamble (since March 2018), where he is Lead Independent Director. He holds a B.A. in Economics from Stanford University and an M.B.A. from UC Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG | Chief Executive Officer | 2010–2018 | Led global pharma; prior roles included Head, Pharmaceuticals Division (2007–2010) and Head, Consumer Health (2007) |
| The Blackstone Group L.P. | Advisor | 2006–2007 | Strategic advisor prior to Novartis CEO role |
| AstraZeneca PLC | Director | 2002–2007 | Public company board experience |
| Colgate‑Palmolive Company | Director | 2009–2015 | Public company board experience |
| Graphite Bio | Director | 2020–2024 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aditum Bio | Co‑Founder & Managing Director | Since July 2019 | Venture firm co‑founded by Jimenez |
| General Motors Company | Director | Since 2015 | Current board member |
| Procter & Gamble Co. | Director; Lead Independent Director | Since March 2018 | Lead Independent Director at P&G |
Board Governance
- Independence and leadership: IPSC reports seven of eight directors are independent; the Chair and CEO roles are separated, and Jimenez is independent Chairman. Independent directors hold regular executive sessions without management .
- Committee assignments: Jimenez chairs the Nominating & Corporate Governance Committee (NCGC) and is a member of the Compensation Committee .
- Attendance and engagement: In 2024, the Board held 7 meetings; each director attended at least 75% of Board/committee meetings, and all directors attended the 2024 annual meeting .
- Compensation committee practices: Compensation Committee members (including Jimenez) are independent; Radford (Aon) serves as the independent compensation consultant; no compensation committee interlocks were disclosed .
Fixed Compensation
| Component | 2024 Amounts/Policy | Notes |
|---|---|---|
| Director cash fees (Jimenez) | $83,000 | Fees earned in 2024 |
| Annual Board member retainer (policy) | $40,000 | Paid quarterly |
| Chairperson of the Board retainer (policy) | $30,000 | For Board Chair |
| NCGC Chair fee (policy) | $8,000 | Committee chair retainer |
| Compensation Committee member fee (policy) | $5,000 | Committee member retainer |
Performance Compensation
| Equity Component | 2024 Grant Value / Policy | Vesting |
|---|---|---|
| Option award (Jimenez, 2024) | $81,092 grant‑date fair value | As granted to non‑employee directors in 2024 |
| Annual equity retainer (policy) | Option to purchase 44,000 shares | Vests in full by next annual meeting or first anniversary, subject to service |
| Initial equity grant (policy) | Option to purchase 88,000 shares | Vests monthly over 36 months, subject to service |
No performance metrics are tied to director equity; awards are time‑based options under the 2021 Equity Incentive Plan .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| General Motors Company | Director | No IPSC‑disclosed related‑party transactions involving Jimenez and GM – |
| Procter & Gamble Co. | Lead Independent Director | No IPSC‑disclosed related‑party transactions involving Jimenez and P&G – |
- Compensation committee interlocks: None disclosed by IPSC; no IPSC executive served on another issuer’s compensation committee where an IPSC director served as an executive .
Expertise & Qualifications
- Senior global pharma leadership (CEO, Novartis), deep public company governance experience (GM, P&G, Colgate‑Palmolive, AstraZeneca), and venture investing (Aditum Bio) .
- As NCGC Chair, he oversees director independence, conflicts, succession planning, and board effectiveness evaluations per committee charter responsibilities .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Joseph Jimenez | 578,089 | <1% | Includes 494,345 common shares and 83,744 options exercisable within 60 days of 4/15/2025 |
| Options held (as of 12/31/2024) | 127,744 | — | Total options held at year‑end 2024 |
Policies impacting alignment
- Hedging/pledging: IPSC prohibits directors from hedging, short sales, holding in margin accounts, and pledging company securities .
- Clawback: IPSC maintains a Dodd‑Frank compliant compensation recovery policy applying to Section 16 officers; directors are covered by insider trading policy; clawback scope pertains to officers .
Governance Assessment
-
Positive signals:
- Independent Chair with broad big‑cap governance experience; separation of Chair/CEO and regular executive sessions support independent oversight .
- Strong committee roles: Chair of NCGC and member of Compensation Committee; NCGC responsibilities include independence/conflict oversight and board evaluation .
- Engagement: Reported attendance threshold met and full director attendance at 2024 annual meeting .
- Alignment safeguards: Prohibition on hedging/pledging and use of time‑based equity for directors; independent compensation consultant engaged; clawback policy for officers .
- No related‑party transactions disclosed involving Jimenez; related‑party approvals governed by a formal policy overseen by the Audit Committee –.
-
Monitoring items:
- Multiple external commitments (Aditum Bio, GM, P&G) warrant continued attention to workload; IPSC disclosures indicate required attendance levels were met in 2024 .
Notes on Independence, Attendance, and Compliance
- Independence: IPSC classifies Jimenez as independent under Nasdaq rules; all committees consist entirely of independent directors .
- Attendance: Each director attended ≥75% of 2024 Board/committee meetings; all directors attended the 2024 annual stockholders meeting .
- Section 16 compliance: IPSC reports timely filings for officers/directors in 2024 with one late Form 4 for another officer (not Jimenez) due to administrative error .
Director Compensation Detail (Jimenez, 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 83,000 |
| Option Awards (grant‑date fair value) | 81,092 |
| Total | 164,092 |
Committee Assignments (2024)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Compensation | Member |