Jill DeSimone
About Jill DeSimone
Independent Class I director since March 2024; age 69, with decades of biopharma commercialization and oncology leadership experience. Former President of U.S. Oncology at Merck (2014–2022), after senior roles at Teva and Bristol Myers Squibb; holds a B.S. in Pharmacy (Northeastern University) and completed a fellowship with Wharton. Her term expires at the 2027 annual meeting; the Board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | President, U.S. Oncology | 2014–2022 | Built Merck’s oncology division |
| Teva Pharmaceutical Industries Ltd. | SVP, Global Women’s Health | 2012–2014 | Senior commercial leadership |
| Bristol Myers Squibb | SVP, U.S. Oncology & Commercial | 2010–2012 | U.S. oncology commercialization |
| Bristol Myers Squibb | SVP, U.S. Virology/HIV | 2006–2010 | U.S. virology/HIV leadership |
| Bristol Myers Squibb | Various roles of increasing responsibility | 1980–2012 | Long-tenured commercial leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Oncternal Therapeutics, Inc. | Director | Current | Public company board |
| Praxis Precision Medicines, Inc. | Director | Current | Public company board |
| Affini-T Therapeutics Inc. | Director | Current | Private company board |
| Kinnate Biopharma, Inc. | Director | Jan 2023–Apr 2024 | Acquired by XOMA in Apr 2024 |
| Florida Cancer Specialists Foundation | Board member | Current | Non-profit |
| Swim Across America | Board member | Current | Non-profit |
Board Governance
| Item | Detail |
|---|---|
| Board class and term | Class I; term expires 2027 |
| Independence | Independent director under Nasdaq/SEC rules |
| Committees | Audit Committee (member); Compensation & Leadership Development Committee (member) |
| Committee chairs | Audit: Ann D. Rhoads; Compensation: Tim Van Hauwermeiren (DeSimone not a chair) |
| Committee activity | Audit met 5x in 2024; Compensation met 3x and acted by unanimous written consent 4x |
| Attendance | Each director attended ≥75% of Board and committee meetings served (2024) |
| Executive sessions | Non-management directors met in executive session 4x in 2024 |
| Annual meeting attendance | All directors attended the 2024 annual meeting |
| Board leadership | Separate Chairman (David L. Hallal) and CEO roles |
| Overboarding stance | No explicit limits; Nominating & Governance Committee reviews time commitments |
Fixed Compensation
| Component | Jill DeSimone (2024) | Notes |
|---|---|---|
| Cash fees | $28,826 | Based on partial year service and committee roles |
| Option awards (grant-date fair value) | $657,444 | ASC 718 fair value; not actual realized value |
| Total director compensation | $686,270 | 2024 |
| Options held (as of 12/31/2024) | 68,966 options to purchase common stock | Outstanding options count (not all exercisable) |
| Standard Non-Employee Director Retainers (2024) | Amount |
|---|---|
| Board annual retainer | $40,000 |
| Chair of Board additional retainer | $110,000 |
| Audit Committee – member | $7,500 |
| Audit Committee – chair | $15,000 |
| Compensation Committee – member | $6,000 |
| Compensation Committee – chair | $12,000 |
| Nominating & Governance – member | $5,000 |
| Nominating & Governance – chair | $10,000 |
| Science & Technology – member | $7,500 |
| Science & Technology – chair | $15,000 |
Additional framework: director compensation capped at $750,000 per year ($1,000,000 in first appointment year) under the Amended Policy .
Performance Compensation
| Equity Grant Detail | Amount/Terms |
|---|---|
| Annual Award (for continuing directors) | Stock option to purchase 24,200 shares; grant date June 11, 2024; vests in full on June 11, 2025, subject to continued service |
| Initial Grant (on appointment) | Value determined at Board discretion within plan/policy limits; terms not itemized in proxy (DeSimone appointed Mar 7, 2024) |
| Change-in-control terms | Director Initial/Annual Grants subject to full accelerated vesting upon sale of the company, subject to continued service through closing |
| Performance metrics tied to director pay | None disclosed; director equity awards are time-based under the policy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Oncternal Therapeutics; Praxis Precision Medicines |
| Other boards | Affini-T Therapeutics (private); Florida Cancer Specialists Foundation; Swim Across America |
| Prior public boards | Kinnate Biopharma (until Apr 2024 acquisition) |
| Interlocks/conflicts | Compensation Committee Interlocks: none requiring Item 404 disclosure in 2024; no related-party director relationships disclosed |
Expertise & Qualifications
- Oncology commercialization leader (built Merck’s U.S. Oncology franchise), with extensive P&L and market access experience across oncology and virology; deep big-pharma operating background spanning Merck, Teva, and BMS .
- Educational grounding in pharmacy; executive fellowship exposure via Wharton, supporting governance and strategic oversight capabilities .
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Components |
|---|---|---|---|
| Jill DeSimone | 42,851 shares (options exercisable within 60 days) | <1% | Exercisable options within 60 days; does not include unexercisable holdings |
| Options outstanding (not all exercisable) | 68,966 options to purchase common stock (as of 12/31/2024) | n/a | Outstanding director options balance |
Policy note: Insider Trading Policy prohibits short sales, derivative transactions, and hedging; highlights risks of margin/pledging arrangements; no pledging activity disclosed for DeSimone .
Governance Assessment
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Strengths
- Independent director with significant oncology commercialization leadership; serves on Audit and Compensation committees, supporting board effectiveness in financial oversight and executive pay decisions .
- Attendance thresholds met (≥75%); Board maintains executive sessions and separates Chair/CEO roles, aligning with governance best practices .
- Compensation committee uses independent consultant (Radford) and asserts no consultant conflicts; committee charter emphasizes clawback administration and peer group benchmarking for directors/executives .
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Potential Investor-Alignment Considerations
- Multiple external public boards (Oncternal, Praxis) plus other roles may raise overboarding risk; Board does not impose explicit limits and evaluates time commitments case-by-case .
- Director equity awards feature full accelerated vesting upon a sale of the company, which can dilute transaction-aligned incentives; investors should note this change-in-control acceleration provision in director equity policy .
- No director stock ownership guidelines are referenced in the proxy; ownership alignment relies on option grants and personal holdings (beneficial ownership <1%) .
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Conflicts and Related-Party Exposure
- No related-party transactions disclosed involving DeSimone; 2024 Compensation Committee Interlocks reported none requiring Item 404 disclosure .
-
Trading, Hedging, and Pledging Controls
- Company policy prohibits short sales, derivatives, and hedging; pledging risks highlighted, but policy does not expressly prohibit pledging; no pledging disclosed for DeSimone .
RED FLAGS
- Overboarding potential given multiple current boards and committee responsibilities, though the Board reviews time commitments rather than enforcing hard limits .
- Change-in-control accelerated vesting for director equity awards may be viewed as shareholder-unfriendly by some investors in M&A contexts .