Robert Nelsen
About Robert Nelsen
Independent director of Lyell Immunopharma since September 2018; age 60 as of March 31, 2024. Co‑founder and Managing Director of ARCH Venture Partners (since 1986), with extensive board experience across biotech; current boards include Brii Biosciences, Prime Medicine, Sana Biotechnology, and Vir Biotechnology; Chairman of Hua Medicine. Education: MBA (University of Chicago); BS (University of Puget Sound, Economics and Biology) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCH Venture Partners | Co‑founder, Managing Director | Since 1986 | Led investments; extensive board-building in life sciences |
| Adolor; Agios; Beam; Bellerophon; Denali; Fate; Gossamer; Illumina; Juno; Karuna; Kythera; NeurogesX; Receptos; Revolution Healthcare Acquisition; Sage; Sienna; Syros; Unity | Director (prior) | Various years (as disclosed) | Broad biotech governance experience |
| Fred Hutchinson Cancer Research Center; Institute for Systems Biology | Trustee (prior) | Not disclosed | Non-profit governance in biomedical research |
| National Venture Capital Association | Director (prior) | Not disclosed | Industry advocacy and governance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Altos Labs, Inc. | Director | Private | Affiliation triggered LYEL board recusals on specific topics |
| Brii Biosciences | Director | Public | Current board service |
| Prime Medicine | Director | Public | Current board service |
| Sana Biotechnology | Director | Public | Current board service |
| Vir Biotechnology | Director | Public | Current board service |
| Hua Medicine | Chairman | Public | Current chair role |
Board Governance
- Committee memberships: Compensation Committee member in FY2024; effective as of the May 15, 2025 annual meeting, Nelsen will cease serving on the Compensation Committee .
- Independence: Board determined all non-employee directors (including Nelsen) are independent under Nasdaq rules; only CEO is non‑independent in 2025 (previously CEO and former Executive Chair were non‑independent in 2024) .
- Attendance: Board met eight times in FY2024; all current directors except Nelsen attended at least 75% of board/committee meetings—indicates sub‑threshold attendance for Nelsen (red flag) .
- Conflicts management: Nelsen and Board Chair Klausner recused from board/committee discussions related to T‑cell rejuvenation technology due to Altos Labs affiliations .
Fixed Compensation
| Year | Cash Fees ($) | Committee Fees Included | Total Cash ($) |
|---|---|---|---|
| 2024 | 56,820 | Yes (member fees embedded in total director cash) | 56,820 |
| 2023 | 56,000 | Yes | 56,000 |
- Non‑Employee Director Compensation Policy: Annual cash retainers—$50,000 for directors; $80,000 for Lead Independent Director; Committee chair/member cash retainers increased in April 2024 to $15,000/$7,500 (Comp), $20,000/$10,000 (Audit), $10,000/$5,000 (Nom/Gov) .
Performance Compensation
| Year | Equity Type | Grant Date | Shares | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | Stock Options | Jun 14, 2024 | 130,000 | 205,335 | 100% vest by next annual meeting or 1st anniversary, subject to service |
| 2023 | Stock Options | Jun 16, 2023 | 65,000 | Part of 230,745 | Standard annual grant under prior policy |
| 2023 (supplemental) | Stock Options | Sep 8, 2023 | 55,000 | Part of 230,745 | To align with updated 2023 policy; same vesting schedule |
- Change‑of‑control terms for directors: All outstanding director equity vests fully immediately prior to closing (single‑trigger acceleration) if the director remains in continuous service until immediately prior to the change‑in‑control .
- No performance‑based equity disclosed for directors (PSUs/RSUs not part of director program) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | None disclosed for FY2023 (committee included Friedman, Nelsen, Rieflin) . |
| Network overlaps | Altos Labs affiliations (Nelsen and Klausner; Bishop previously) required recusals on LYEL T‑cell rejuvenation technology—managed via board process . |
Expertise & Qualifications
- Venture capital leadership (ARCH Venture Partners co‑founder/MD), extensive company formation and board governance across biotech and pharma .
- Degrees in economics and biology (BS), MBA; cross‑disciplinary expertise valuable for compensation, capital markets, and R&D portfolio oversight .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Components/Notes |
|---|---|---|---|
| Robert Nelsen | 36,727,716 | 12.4% | Includes 315,000 options exercisable within 60 days; as AVP IX Managing Director, may be deemed to beneficially own ARCH Venture Fund IX and Overage holdings; Nelsen disclaims beneficial ownership except to pecuniary interest |
| ARCH Venture Partners (affiliated entities) | 36,412,716 | 12.3% | AVF IX and AVF IX Overage shares; control relationships disclosed among AVP entities and managing directors (incl. Nelsen) |
- Insider Trading Policy: Prohibits hedging, margin purchases, pledging, short sales and derivative transactions in LYEL stock—reduces alignment risks from hedging/pledging (policy applies to directors) .
Governance Assessment
- Strengths: Deep biotech governance and venture experience; independent status; committee experience on compensation; robust related‑party/recusal practices documented; director equity aligns interests; strict prohibitions on hedging/pledging .
- Red flags and investor confidence signals:
- Attendance shortfall: Did not meet ≥75% attendance in FY2024—questions on engagement (critical governance concern) .
- Concentrated ownership via ARCH affiliations: Significant influence (12%+ beneficial ownership) may pose perceived conflicts; disclosure and disclaimers mitigate, but monitor voting and committee roles .
- Change‑of‑control single‑trigger vesting for directors: Potential misalignment in takeover scenarios (common practice but not shareholder‑friendly) .
- Near‑term signal: Stepping off the Compensation Committee effective May 15, 2025 (reduce direct influence over exec/director pay) .
Overall, Nelsen brings valuable industry and capital markets expertise, but attendance and influential ownership/interlocks warrant continued monitoring. Active recusals and established related‑party review processes are positives for board effectiveness .