Catherine Friedman
About Catherine Friedman
Catherine Friedman, 64, has served on Lyell Immunopharma’s board since August 2018 and as Lead Independent Director since July 2021. She is an Executive Venture Partner at GV Management Company, LLC and brings nearly 40 years of experience across finance, technology and healthcare; she holds a B.A. in economics from Harvard University and an MBA from UVA Darden . As Lead Independent Director, she presides over executive sessions, leads CEO performance evaluations and succession planning, and acts as liaison for the independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Head of West Coast Healthcare; Co-head, Biotechnology practice | Not disclosed | Senior investment banking leadership in healthcare/biotech |
| Altaba Inc. (formerly Yahoo!) | Director | Not disclosed | Technology/finance board experience |
| Seer, Inc. | Independent Director (prior) | Not disclosed | Life sciences governance |
| Revolution Healthcare Acquisition Corp. | Independent Director (prior) | Not disclosed | SPAC/healthcare governance |
| GRAIL | Independent Director (prior) | Not disclosed | Oncology diagnostics governance |
| Vividion Therapeutics | Independent Director (prior) | Not disclosed | Biotech governance; company acquired by Bayer |
| Radius Health | Independent Director (prior) | Not disclosed | Biopharma governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GV Management Company, LLC | Executive Venture Partner | Current | Senior investing team; advises life sciences portfolio |
| UVA Darden School of Business | Foundation trustee | Current | Academic board role |
Board Governance
- Independence: The Board determined all non-employee directors, including Ms. Friedman, are independent under Nasdaq rules; CEO Dr. Seely is not independent .
- Board leadership: Chair is Dr. Rick Klausner; Ms. Friedman serves as Lead Independent Director with authority over executive sessions, agendas for independent directors, CEO evaluation, and succession .
- Attendance: The Board met 8 times in FY2024; all current directors except Mr. Nelsen attended at least 75% of Board and committee meetings during their service periods .
- Executive sessions: Independent directors typically meet in executive sessions outside of management’s presence at regular Board meetings .
- Committee membership and 2024 meetings:
| Committee | Chair | Members | FY2024 Meetings |
|---|---|---|---|
| Audit | William Rieflin | Catherine Friedman; Elizabeth Nabel | 4 |
| Compensation | Catherine Friedman | Robert Nelsen; William Rieflin (Mr. Nelsen to cease at Annual Meeting) | 6 |
| Nominating & Corporate Governance | Otis Brawley | Elizabeth Nabel; Sumant Ramachandra | 4 |
- Audit committee qualifications: Friedman is designated an “audit committee financial expert” along with Rieflin and Nabel .
Fixed Compensation
- Non-employee director compensation (FY2024 actual):
| Item | Amount |
|---|---|
| Cash fees (retainers and committee roles) | $102,507 |
| Option awards (grant-date fair value) | $205,335 |
| Total | $307,842 |
- Director Compensation Policy (Updated Apr 2024):
| Component | Amount |
|---|---|
| Annual cash retainer (non-Chair/Lead) | $50,000 |
| Lead Independent Director annual retainer | $80,000 |
| Chair of Board annual retainer | $85,000 |
| Committee chair retainers (Audit/Comp/Nominating) | $20,000 / $15,000 / $10,000 |
| Committee member retainers (Audit/Comp/Nominating) | $10,000 / $7,500 / $5,000 |
- Meeting fees: Not disclosed; reimburse reasonable out-of-pocket expenses for Board/committee meetings .
Performance Compensation
- Equity awards for directors are stock options under the 2021 Equity Incentive Plan, time-based only; no performance-based equity (RSUs/PSUs) is granted to directors .
| Equity Component | Grant details | Vesting | Plan | Acceleration |
|---|---|---|---|---|
| Annual option grant | 130,000 shares (cap or $300k Black-Scholes) granted on each annual meeting date; June 14, 2024 for FY2024 cohort | Vests fully by next annual meeting or first anniversary of grant, subject to continued service | 2021 Plan | Full vesting on Change in Control if in continuous service until immediately prior to closing |
- Risk signal: Company executed a one-time option repricing in Nov 2023 for options with exercise prices >$2.37, resetting to $1.87 and extending vesting schedules for senior executives; Board-approved repricing is often viewed as a governance red flag. No director-specific repricing disclosure, but policy-level action indicates a willingness to modify equity terms .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Potential Interlock/Notes |
|---|---|---|---|
| Altaba Inc. | Director | Prior | Technology investment vehicle; no Lyell transaction disclosed |
| Seer, Inc. | Independent Director | Prior | No Lyell related-party transactions disclosed |
| Revolution Healthcare Acquisition Corp. | Independent Director | Prior | SPAC; no Lyell interlocks disclosed |
| GRAIL; Vividion Therapeutics; Radius Health | Independent Director | Prior | No Lyell related-party transactions disclosed |
- Related party transactions: Lyell reports no related person transactions requiring disclosure since Jan 1, 2023 beyond those noted; none involve Ms. Friedman .
Expertise & Qualifications
- Finance and capital markets leadership (Morgan Stanley MD; biotech coverage) .
- Board leadership across life sciences and tech, including Altaba/Yahoo! and multiple biopharma companies .
- Recognized as audit committee financial expert; brings deep financial proficiency to audit oversight .
- Academic and venture roles (UVA Darden trustee; Executive Venture Partner at GV) reinforcing strategic and governance acumen .
Equity Ownership
| Holder | Shares/Options | Notes |
|---|---|---|
| Catherine Friedman (beneficial) | 1,301,370 | <1% of outstanding shares |
| Breakdown | 965,000 options exercisable within 60 days; 100,000 shares (Duane Irrevocable Trust 2020); 236,370 shares (Duane Family Trust) | Friedman is trustee of Duane Trusts and disclaims beneficial ownership except to any pecuniary interest |
| Director options outstanding (as of 12/31/2024) | 965,000 | For Ms. Friedman |
- Hedging/pledging: Company policy prohibits directors from hedging, pledging, short sales and derivative transactions in Lyell stock, supporting alignment and risk control .
Governance Assessment
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Strengths:
- Lead Independent Director role with robust authority (executive sessions, CEO evaluation, succession planning), reinforcing independent oversight .
- Chair of Compensation Committee with structured processes, use of independent consultants (Aon until July 2024; Alpine thereafter), peer benchmarking, and clawback policy adoption in Sept 2023 .
- Audit Committee membership and designation as financial expert, bolstering financial controls and risk oversight .
- Attendance at least 75% in FY2024 for all current directors except one, indicating engagement; Board met eight times .
-
Watch items / RED FLAGS:
- Board-approved option repricing (Nov 2023) for executives can signal misalignment risk if used to offset poor stock performance; merits monitoring of future equity adjustments .
- Nasdaq minimum bid price deficiency and proposed reverse stock split (1-for-10 to 1-for-25) to maintain listing; governance should demonstrate credible turnaround and capital discipline to sustain investor confidence .
-
Independence and conflicts:
- Board deems Ms. Friedman independent; no related-party transactions disclosed involving her; recusal precedent exists for other directors on specific tech matters, evidencing conflict management discipline .
-
Director pay and alignment:
- Mix of cash retainers and time-based options; Lead Independent Director and Compensation Chair retainers elevate cash component; option vesting is short-dated to next annual meeting, supporting refresh but not performance linkage .
- Beneficial ownership is <1%; policy restrictions on hedging and pledging support alignment despite low ownership percentage .