Kimberly Blackwell
About Kimberly Blackwell
Kimberly Blackwell, M.D., age 56, is an independent Class III director of Century Therapeutics (IPSC) serving since May 2021; she sits on the Audit Committee and the Nominating & Corporate Governance Committee (NCGC) . Dr. Blackwell is a medical oncologist and biopharma operator; she was CEO of Zentalis Pharmaceuticals (May 2022–Nov 2024), previously CMO/SVP Clinical Oncology Development at Tempus (2020–2022), and VP, Early Phase & Immuno-Oncology at Eli Lilly (2018–2020); she holds a B.A. in bioethics (Duke University) and an M.D. from Mayo Clinic Medical School . IPSC’s board classifies her as independent under Nasdaq rules; the board chair is independent and CEO/Chair roles are separated, with regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zentalis Pharmaceuticals, Inc. | Chief Executive Officer | May 2022 – Nov 2024 | Led clinical-stage oncology company; board service until Nov 2024 |
| Tempus Labs, Inc. | Chief Medical Officer & SVP, Clinical Oncology Development | Mar 2020 – May 2022 | Led oncology development |
| Eli Lilly and Company | Vice President, Early Phase & Immuno-Oncology | Mar 2018 – Mar 2020 | Early-phase and IO leadership |
| Duke University/Duke Cancer Institute | Professor, Dept. of Medicine | Jul 1997 – Mar 2018 | Academic leadership in oncology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Monte Rosa Therapeutics, Inc. | Director (public) | Jun 2020 – present | Current public company directorship |
| Zentalis Pharmaceuticals, Inc. | Director (public) | Jul 2020 – Nov 2024 | Ended board service in Nov 2024 |
Board Governance
- Independence and structure: IPSC identifies Dr. Blackwell as an independent director; the company maintains an independent chairman and separates CEO/Chair roles; committees are fully independent and meet in regular executive sessions without management .
- Committees: Member, Audit Committee (financial reporting, cybersecurity risk, related-party oversight); Member, NCGC (board independence reviews, succession planning, board effectiveness) .
- Attendance and engagement: In 2024, each director attended at least 75% of board/committee meetings, and all directors attended the 2024 annual meeting; 2023 attendance was likewise ≥75% with full annual meeting attendance .
Fixed Compensation
| Component | IPSC Non-Employee Director Policy | 2024 Amounts (Blackwell) |
|---|---|---|
| Annual Board cash retainer | $40,000 | Included in fees |
| Committee member retainers | Audit: $7,500; Compensation: $5,000; NCGC: $4,000 | Audit member + NCGC member included in fees |
| Chair retainers | Audit Chair: $15,000; Compensation Chair: $10,000; NCGC Chair: $8,000 | N/A (not a chair) |
| Meeting fees | Not disclosed (none indicated) | — |
| 2024 cash paid (Blackwell) | — | $51,500 |
Notes: Dr. Blackwell’s 2024 cash of $51,500 aligns with $40,000 board retainer + $7,500 (Audit member) + $4,000 (NCGC member) .
Performance Compensation
| Equity Element | Structure | 2024/Latest Details |
|---|---|---|
| Annual equity retainer | Option to purchase 44,000 shares; vests in full on the earlier of first anniversary or next annual meeting, subject to service | Reflected as 2024 option grant fair value $81,092 |
| Initial equity grant (onboarding) | Option to purchase 88,000 shares; vests monthly over 36 months | Historical; outstanding options detailed below |
Equity position and vesting:
- As of Dec 31, 2024, Dr. Blackwell held options to purchase 227,227 IPSC shares .
- As of Apr 15, 2025, 183,227 IPSC shares were issuable pursuant to options exercisable within 60 days (i.e., vested/exercisable) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Monte Rosa Therapeutics, Inc. | Director | Current external public board |
| Zentalis Pharmaceuticals, Inc. | Director | Service ended Nov 2024 |
- Compensation committee interlocks: IPSC discloses no compensation committee interlocks; none of the 2024 compensation committee members were IPSC officers, and no reciprocal interlocks were disclosed .
- Related-party transactions: IPSC’s related-party disclosures do not list any transactions involving Dr. Blackwell; the Audit Committee oversees related-party approvals under a written policy .
Expertise & Qualifications
- Key skills: “Industry Knowledge and Experience” recognized by IPSC; extensive oncology clinical and development leadership across big pharma, diagnostics/AI-enabled clinical development, and academia .
- Governance: Active roles on Audit and NCGC align with clinical/regulatory oversight and board effectiveness priorities .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Kimberly Blackwell, M.D. | 183,227 | <1% | Options exercisable within 60 days as of Apr 15, 2025 |
| Shares outstanding (reference) | 86,158,758 | — | Common shares outstanding as of Apr 16, 2025 |
Hedging/pledging alignment:
- IPSC prohibits directors from pledging company securities, short sales, derivatives, and hedging/monetization transactions under the Insider Trading Policy, supporting alignment with shareholders .
Director Compensation (recent trend)
| Year | Fees Earned (Cash) | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2023 | $51,500 | $114,400 | $165,900 |
| 2024 | $51,500 | $81,092 | $132,592 |
Governance Assessment
- Strengths: Independent director with deep oncology credentials and operational leadership; consistent committee service (Audit, NCGC) at IPSC; board structure features independent chair, separated CEO/Chair roles, and regular executive sessions; strong attendance disclosures; anti-hedging/pledging policy enhances alignment .
- Ownership alignment: Material unexercised options and annual option retainer create equity exposure; 183,227 options were exercisable within 60 days as of April 15, 2025; total options held were 227,227 at 12/31/2024, consistent with time-based vesting and annual director grants .
- Conflicts/related-party risk: No related-party transactions disclosed involving Dr. Blackwell; compensation committee interlocks not present; prior CEO role at Zentalis ended Nov 2024, reducing concurrent executive time-commitment risk; current external board at Monte Rosa noted, with no IPSC cross-links disclosed .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or say-on-pay concerns specific to directors; IPSC’s policy framework and committee independence mitigate risk indicators .