Lynn Seely
About Lynn Seely
Lynn Seely, M.D., is 66 and serves as Lyell Immunopharma’s President, Chief Executive Officer, and a director; she has been CEO since December 2022 and on the Board since May 2021 . She holds a B.A. in journalism (University of Oklahoma) and an M.D. (University of Oklahoma College of Medicine), completed residency at Yale-New Haven Hospital (Chief Resident) and fellowship in endocrinology/metabolism at UC San Diego . Lyell disclosed pay-versus-performance metrics showing cumulative TSR values of 44.83 (2022), 25.06 (2023), and 8.27 (2024) and net losses of $183.1M (2022), $234.6M (2023), and $343.0M (2024), reflecting pre-commercial stage execution dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Myovant Sciences | President & CEO | — | Led approvals and launches of ORGOVYX (advanced prostate cancer) and MYFEMBREE (uterine fibroids/endometriosis) |
| Medivation | Chief Medical Officer | 2005–2015 | Oversaw development and approval of XTANDI and managed collaborations with Pfizer and Astellas |
| Corgentech; Cytyc Health; ProDuct Health | VP Clinical Development | — | Medical device and therapeutics development roles; ProDuct acquired by Cytyc |
| Chiron | Clinical Development (start of industry career) | 1996– | Early clinical development leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blueprint Medicines | Lead Independent Director | — | Board leadership for commercial-stage biotech |
| Life Science Cares Bay Area | Board of Managers | — | Community and ecosystem engagement |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (set) | $650,000 | $675,000 |
| Salary Paid | $650,000 | $675,962 |
| Perquisites (life insurance, taxes, 401(k), other) | $19,726 | $21,414 (Life insurance $16,586 incl. $5,918 taxes; 401(k) $4,750; other $78) |
Performance Compensation
Annual Bonus (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Accelerate clinical development (LYL797, LYL119, LYL845) | 60% | CEO target 60% of base ($405,000) | Company achievement 80% | $324,000 |
| Advance research, reprogramming, manufacturing | 25% | — | Included in 80% achievement | Included above |
| People/financial resource management | 15% | — | Included in 80% achievement | Included above |
Equity Awards (2024 grants)
| Instrument | Grant | Terms | Fair Value |
|---|---|---|---|
| PSUs (market + performance) | 1,400,000 shares | Market: 2- and 3-year relative TSR tranches; Performance: clinical milestones; 2/3 of performance PSUs vest 50% at milestone certification and 50% at earlier of 1 year post-certification or end of 3-year period; remaining 1/3 vests at certification; service-contingent | $474,000 grant-date fair value for market PSUs; performance PSUs valued $0 at grant (probability not met); max performance-case value $2,160,000 |
Historical Option Awards (selected)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Vesting Notes |
|---|---|---|---|---|
| 05/20/2021 (Board service) | 400,000 | — | $14.40 | Early-exercisable; monthly vesting over 36 months |
| 06/08/2022 (Board service) | 65,000 | — | $5.31 | 100% vests at first anniversary |
| 12/15/2022 (CEO commencement) | 3,000,000 | 4,500,000 | $1.87 (repriced 11/16/2023) | Original 25% at year one then monthly; vesting extended one year due to repricing; must have remained employed through 11/15/2024 for repriced exercise price eligibility |
Equity Ownership & Alignment
| Metric | As of 03/31/2024 | As of 03/31/2025 |
|---|---|---|
| Beneficial Ownership (shares) | 2,590,000 | 4,265,000 |
| Ownership (% of outstanding) | 1.0% | 1.4% |
| Composition | Mix of common stock and options exercisable within 60 days | 175,000 common + 4,090,000 options exercisable within 60 days |
| Hedging/Pledging Policy | Company prohibits hedging and pledging; no margin holding allowed | Company prohibits hedging and pledging; no margin holding allowed |
Outstanding PSUs (as of 12/31/2024): 1,400,000 eligible PSUs reported, with market value of unearned PSUs estimated at $896,000 using $0.64 year-end price for accounting display; vesting subject to performance certification and service .
Employment Terms
| Term | Detail |
|---|---|
| Offer letter | December 2022 appointment as President & CEO |
| Annual Target Bonus | 60% of base salary |
| Severance (no CIC) | Lump sum: 18 months base + 1.5x target bonus; up to 18 months COBRA or cash equivalent; additional 18 months vesting credit; vested options exercisable up to 12 months post-termination (earlier of option expiry or Change in Control) |
| CIC treatment | 100% acceleration if awards not assumed/substituted or if terminated without Cause/for Good Reason from 3 months pre- to 24 months post-CIC |
| Clawback | Dodd-Frank compliant clawback adopted September 2023; SOX 304 applicable to CEO/CFO upon misconduct-related restatements |
| Insider trading | Hedging/pledging prohibited; short sales and derivative speculation barred |
Board Governance
- Role: President & CEO and director; not independent under Nasdaq rules .
- Board leadership: Chair is Richard Klausner; Lead Independent Director is Catherine Friedman, overseeing CEO evaluations and succession planning .
- Committees: Seely is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: All current directors except Mr. Nelsen attended at least 75% of Board/committee meetings in FY2024 (implies Seely met attendance threshold) .
- Director compensation: As an employee director, she received no additional director compensation .
Director and Executive Performance Signals
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (value of $100 investment) | 44.83 | 25.06 | 8.27 |
| Net Loss (thousands) | $(183,118) | $(234,632) | $(342,994) |
Additional governance/trading watchpoints:
- Option repricing: In November 2023, stock options with exercise prices >$2.37 were repriced to $1.87; executives’ vesting schedules extended by one year; eligibility required employment through November 15, 2024 .
- Interim PFO appointment: On October 31, 2025, Seely was appointed interim principal financial officer (while serving as CEO), with the Corporate Controller named principal accounting officer—temporary dual financial oversight signaling leadership transition risk .
- Reverse stock split proposal: Board sought stockholder approval for a 1-for-10 to 1-for-25 reverse split to address Nasdaq minimum bid compliance; 295.3M shares outstanding as of 4/11/2025 .
Compensation Structure Analysis
- Mix shift and performance linkage: 2024 CEO equity was entirely PSUs tied to relative TSR and clinical milestones, increasing at-risk pay and performance alignment versus historical heavy options use .
- Repricing risk: The 2023 option repricing lowered strike prices and extended vesting—a shareholder-sensitive action that can be viewed as reducing downside risk for insiders while diluting pay-for-performance rigor .
- Governance protections: Clawback policy adopted; hedging/pledging prohibited, strengthening alignment .
Equity Award Vesting and Potential Selling Pressure
- PSUs: Multi-tranche vesting dependent on milestone certification and TSR outcomes over 2- and 3-year periods; staggered vesting can create event-driven liquidity windows post-certification .
- Options: Large 12/15/2022 option grant (7.5M shares total) repriced to $1.87 with extended vesting—potential selling pressure if materially in-the-money post-reverse split or clinical catalysts; early-exercisable director options exist .
Related Party Transactions and Red Flags
- Related party transactions: Company reports none requiring Item 404(a) disclosure since 2023 beyond those listed; policy requires Audit Committee review and recusal where appropriate .
- Tax gross-ups/perks: Disclosed life insurance premium taxes, but no executive tax gross-ups on golden parachutes disclosed .
- Hedging/pledging: Explicitly prohibited by policy (alignment positive) .
- Option repricing: Explicit 2023 repricing event (red flag to monitor) .
Compensation Peer Group and Consultant Use
- Consultants: Aon (through July 2024) and Alpine (from July 2024) engaged to refine strategy, set peer group, and benchmark executive/director compensation; Compensation Committee retains sole authority over advisors .
- Peer group details: Not disclosed; Committee reviews and approves compensation levels and peer composition .
Expertise & Qualifications
- Industry impact: Led major oncology/urology product approvals (XTANDI, ORGOVYX, MYFEMBREE) and has extensive clinical development leadership .
- Education and training: Journalism and M.D.; internal medicine and endocrinology specialization; academic faculty experience .
Employment & Contracts (Selected Provisions)
| Provision | CEO (Seely) |
|---|---|
| Good Reason definition | Material reduction in role; breach; forced relocation >35 miles; directive to violate law—subject to notice and cure procedures |
| Cause definition | Felony/moral turpitude; willful gross negligence/misconduct; material policy breach; material legal violation harming Company; fraud/dishonesty—curable where applicable |
Investment Implications
- Alignment: 2024 shift to 100% PSUs for CEO and adoption of clawback plus anti-hedging/pledging policies strengthen pay-for-performance and shareholder alignment .
- Retention and liquidity timing: Large, extended-vesting, repriced option package combined with milestone/TSR PSUs creates multi-year retention hooks, but clinical milestone certification and potential reverse split could open selling windows; monitor Form 4s around catalysts .
- Governance quality: CEO is a non-independent director; however, Chair and Lead Independent Director roles are separated with robust LID remit and independent committees; attendance meets thresholds, reducing dual-role independence concerns .
- Risk flags: 2023 option repricing and the 2025 reverse split proposal are notable; consider their impact on insider incentives and potential dilution/perception, and track interim PFO designation for stability of financial oversight .
- Performance backdrop: Pre-commercial losses and low TSR values in 2023–2024 emphasize binary clinical execution risk; compensation metrics tied to clinical milestones and TSR appropriately reflect that reality .