Gary Lee
About Gary Lee
Gary Lee, Ph.D., age 49, has served as Lyell Immunopharma’s Chief Scientific Officer since January 2022, following senior roles in cell and gene therapy; he holds a Ph.D. in Chemical Engineering from UC Berkeley and a B.S. from Caltech . During his tenure, Lyell’s stock performance (value of an initial $100 investment) declined from $44.83 in 2022 to $25.06 in 2023 and $8.27 in 2024, framing pay-for-performance context at the company level . His remit aligns with advancing Lyell’s CAR T and TIL programs and manufacturing capabilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Senti Biosciences | Chief Scientific Officer | Oct 2018 – Jan 2022 | Led development of synthetic biology-enabled cell therapies; deepened cell therapy leadership . |
| Sangamo Therapeutics | VP, Cell Therapy (progressive scientific/leadership roles) | Aug 2005 – Oct 2018 | Built and led cell therapy programs; advanced translational capabilities in gene and cell therapy . |
External Roles
- Not disclosed for Gary Lee in available filings. Skip.
Fixed Compensation
| Component | 2023 | Notes |
|---|---|---|
| Base Salary ($) | $480,000 | Initial base set in offer letter; effective Jan 31, 2022 . |
| Target Bonus (% of Base) | 50% | Executive annual incentive plan tied to corporate goals . |
| Actual Bonus Paid ($) | $180,000 | Company achieved 75% of 2023 goals; payout at 75% of target . |
| Sign-on Bonus ($) | $350,000 advance; earned 50% Jan 2023, 50% Jan 2024 | Repayment conditions if departure before earning; exceptions for Good Reason/without Cause . |
Performance Compensation
Annual Corporate Goals and Payout Mechanics (2023)
| Metric | Weighting | Target | Actual | Payout to Gary | Vesting/Timing |
|---|---|---|---|---|---|
| Advance LYL845 & LYL797 clinical development | 60% | Achieve predefined program milestones | Company achievement 75% | $180,000 (75% of 50% target bonus) | Paid early 2024 . |
| Research, reprogramming, manufacturing tech | 25% | Progress platform innovations | Included in overall 75% | Included in above | — |
| People/financial resource management | 15% | Meet resourcing and fiscal objectives | Included in overall 75% | Included in above | — |
Annual Corporate Goals (2024) — Context for Incentives
| Metric | Weighting | Target | Actual | Notes |
|---|---|---|---|---|
| Accelerate therapies (LYL797, LYL119, LYL845) | 60% | Clinical development progress | Company achievement 80% | Individual payouts not disclosed for Gary in 2024 proxy. |
| Advance research/reprogramming/manufacturing | 25% | Platform advancement | Included in 80% | — |
| Manage people/financial resources | 15% | Execution vs plan | Included in 80% | — |
Equity Awards (Structure and Grants)
| Award Type | Grant Date | Shares/Units | Strike | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Option | Feb 9, 2023 | 600,000 | $2.13 (plan pricing; see outstanding table for specific strikes) | 12.5% at 6 months, then 1/48 monthly (continuous service) | Subject to plan change-of-control acceleration rules . |
| Outstanding Option | Feb 11, 2022 | 373,076 exercisable; 426,924 unexercisable | $6.04 | Per grant schedule | Repriced if >$2.37; see repricing note . |
| Outstanding Option | Feb 24, 2023 | 125,000 exercisable; 475,000 unexercisable | $2.13 | Per grant schedule | Repricing terms apply . |
- One-time option repricing: On Nov 16, 2023, options with exercise prices >$2.37 were repriced to $1.87; to receive the new price, holders must remain employed through Nov 15, 2024, and unvested executive options had vesting extended by one year; no change to share counts or expirations .
Program-level shift
- Beginning in 2024, Lyell introduced performance-based RSUs (PSUs) for executives, linked to two- and three-year relative TSR and clinical milestones; CEO’s equity 100% PSUs; other executives 50% PSUs . Specific PSU grants to Gary are not disclosed in 2024 proxy.
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (Mar 31, 2024) | 12,700 common shares; 606,730 options exercisable within 60 days; total beneficial ownership <1% of shares outstanding . |
| Shares Outstanding (Mar 31, 2024) | 254,926,880 shares . |
| Pledging/Hedging | Company policy prohibits pledging, hedging, short sales, and speculative derivatives by employees and directors . |
| Vested vs Unvested (12/31/2023) | 373,076 exercisable / 426,924 unexercisable (2022 grant, $6.04); 125,000 exercisable / 475,000 unexercisable (2023 grant, $2.13) . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment start | Jan 31, 2022 (commencement as CSO) . |
| Offer letter highlights | Initial base salary $480,000; eligible annual bonus up to 50% of base; $350,000 advance sign-on bonus earned in two tranches (Jan 2023 and Jan 2024); eligible under Officer Severance Plan . |
| Severance (outside change-in-control) | Tier I employees (includes Gary): 12 months base salary; pro‑rated annual target bonus; up to 12 months employer-paid COBRA; upon Qualifying Termination (without Cause / for Good Reason) and release . |
| Severance (within change-in-control protection period) | 12 months base salary; 100% of annual target bonus; any guaranteed/accrued bonus; up to 12 months employer-paid COBRA; 100% acceleration of then-outstanding unvested equity awards that vest solely with service; release required . |
| Definitions & Window | Change-in-control protection period: from 3 months pre‑CoC to 12 months post‑CoC; definitions of “Cause”/“Good Reason” per plan . |
| Clawback policy | Incentive Compensation Recoupment Policy adopted Sept 2023 under Exchange Act §10D/Nasdaq Rule 5608; Sarbanes‑Oxley §304 applies to CEO/CFO . |
Performance & Track Record
- 2025 strategic milestones: FDA RMAT designation for ronde‑cel in 2L LBCL (complementing prior RMAT in 3L+); initiation plans for PiNACLE – H2H Phase 3 head‑to‑head CAR T trial in 2L LBCL; acquisition of exclusive global rights to LYL273 (GCC‑targeted CAR T) with dose‑level Phase 1 U.S. data showing 67% ORR and 83% DCR at the highest dose; continued pipeline and manufacturing execution .
- Financial context Q3 2025: Net loss $38.8M; cash ~$320M expected to fund pipeline into 2027; R&D and G&A expenses decreased vs prior year .
Compensation Committee Analysis & Governance
- Peer group for benchmarking includes Allogene, Arcus, Beam, CRISPR, Iovance, Sana, Zentalis and others; used to calibrate salaries, bonuses, and equity .
- Say‑on‑Pay: 97.6% approval at 2023 Annual Meeting for 2022 NEO compensation; continued annual say‑on‑pay practice .
- Repricing of underwater options in Nov 2023 to $1.87 with extended vesting for senior executives (retention lever; governance red flag for some investors) .
- Hedging/pledging prohibitions for insiders; formal clawback in place .
Investment Implications
- Alignment and retention: Gary’s incentives are meaningfully equity‑based (multi‑year vesting, repriced options, potential CoC acceleration), with cash severance and pro‑rated bonus protection—retention risk is mitigated by vesting schedules and severance economics, but the 2023 repricing and CoC single‑year acceleration could reduce “at‑risk” exposure in a sale scenario .
- Selling pressure: Monthly vesting cadence (1/48) on large 2023 option grant plus 2022 grant suggests a steady stream of potential future option exercises; hedging/pledging are prohibited, and no pledging is disclosed, but Form 4 activity is not detailed in the proxies .
- Pay‑for‑performance: 2023 bonus tied to 75% corporate goal achievement ($180k paid); program moved toward PSUs in 2024 with TSR and clinical milestones—positive for alignment; monitor future disclosure for Gary’s PSU participation .
- Governance flags: 2023 option repricing is a notable red flag for some shareholders; however, added vesting extension and one‑year employment condition provided retention ballast .
- Company performance context: Despite pipeline progress and regulatory designations, company TSR and net losses signal execution and financing risks; equity-heavy comp sustains alignment but amplifies sensitivity to trial outcomes and regulatory milestones .