Halley Gilbert
About Halley Gilbert
Independent director of Vaxcyte (PCVX) since April 2020; age 55. Currently Chief Legal Officer at CARGO Therapeutics (since Sept 2023). Prior roles include Chief Legal Officer at NeoGenomics (2021–2022), COO/Chief Business Officer at Adagio Therapeutics (2020–2021), and multiple senior leadership roles at Ironwood Pharmaceuticals (2008–2020). Education: B.A. Tufts; J.D. Northwestern University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CARGO Therapeutics, Inc. | Chief Legal Officer | Sept 2023–present | Not disclosed |
| NeoGenomics, Inc. | Chief Legal Officer | Aug 2021–May 2022 | Not disclosed |
| Adagio Therapeutics, Inc. | Chief Operating Officer & Chief Business Officer | Jun 2020–Aug 2021 | Not disclosed |
| Ironwood Pharmaceuticals, Inc. | SVP, Corporate Development & Chief Administrative Officer | Mar 2019–Feb 2020 | Not disclosed |
| Ironwood Pharmaceuticals, Inc. | SVP, Chief Legal Officer & Corporate Secretary | 2014–Mar 2019 | Not disclosed |
| Ironwood Pharmaceuticals, Inc. | VP, General Counsel & Corporate Secretary | 2008–2014 | Not disclosed |
| Cubist Pharmaceuticals, Inc. | Vice President, Deputy General Counsel | Not disclosed | Not disclosed |
| Genzyme Corp. | Corporate Counsel | Not disclosed | Not disclosed |
| Skadden, Arps, Slate, Meagher & Flom LLP | M&A and securities associate | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcutis Biotherapeutics, Inc. | Director | Since May 2020 | Public company |
| CytomX Therapeutics, Inc. | Director | Since Apr 2020 | Public company |
| Dermira, Inc. | Director | Nov 2019–Feb 2020 | Acquired by Eli Lilly |
| Achaogen, Inc. | Director | Jan 2017–Apr 2019 | Public company (at the time) |
Board Governance
- Committee assignments (2024): Audit Committee member (Audit met 4x in 2024); Chair, Nominating & Corporate Governance Committee (met 2x). Not listed on Compensation Committee (met 6x) . Audit Committee members: Teri Loxam (Chair), Halley Gilbert, Jacks Lee; committee fulfilled year-end financial oversight and recommended inclusion of audited financials in the 10-K .
- Independence: Board determined Ms. Gilbert is independent under Nasdaq standards. The Board specifically considered a July 1, 2024 sublease agreement with CARGO Therapeutics (her employer) and concluded it did not affect her independence .
- Attendance: Board met 10 times in 2024; each current director attended at least 75% of Board and applicable committee meetings .
- Skills: Matrix indicates strengths in law/compliance, corporate governance/ethics, drug development, business operations, finance/capital markets, M&A, risk management, and stakeholder/investor relations, among others .
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned (Cash) | $67,500 | Cash retainers and committee fees earned in 2024 |
Board-level fee schedule effective April 1, 2024 (structure reference):
- Board member annual cash retainer: $50,000; Board Chair: $85,000 (increased from $40,000 and $75,000 for Jan 1–Mar 31, 2024) .
- Committee retainers: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & Corporate Governance Chair $10,000; member $5,000 .
Performance Compensation (Director Equity)
| Component | 2024 Amount | Grant/Valuation Detail | Vesting/Terms |
|---|---|---|---|
| Stock Awards (RSUs) | $112,391 | Grant date value per share: $72.51 (ASC 718) | Annual RSU grant vests fully by earlier of 1-year anniversary or day prior to next annual meeting; accelerates on change in control, subject to service |
| Option Awards | $330,130 | Black-Scholes value per option share: $45.54 (Mr. Furey $47.72) | Annual option grant vests monthly to full by earlier of 1-year anniversary or day prior to next annual meeting; accelerates on change in control, subject to service |
| Outstanding at 12/31/2024 | Stock awards: 1,550; Options: 69,499 | As of Dec 31, 2024 | — |
Director equity program:
- Initial option grant for new non-employee directors: $800,000 equivalent value; vests over 36 months (1/3 on 1-year anniversary, then monthly) .
- Annual equity grant: $450,000 equivalent value (75% options, 25% RSUs); options vest monthly to 1 year; RSUs vest fully by 1 year; both accelerate on change in control, subject to service .
Other Directorships & Interlocks
- Current public boards: Arcutis Biotherapeutics and CytomX Therapeutics (see External Roles) .
- Compensation Committee interlocks: None reported (for the committee as a whole) .
Expertise & Qualifications
- Attorney with significant M&A/securities and biopharma operating experience; former CLO and COO/CBO; extensive governance, legal/compliance, and transaction execution background .
- Skills matrix highlights governance/ethics, law/compliance, drug development, operations, finance/capital markets, M&A, risk management, and investor relations expertise .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 3/31/2025) | 74,519 shares; <1% of outstanding | As reported in Security Ownership Table; “*” denotes <1% |
| Shares acquirable within 60 days (as of 3/31/2025) | 68,894 shares | Includes options/RSUs exercisable/vestable within 60 days |
| Ownership guidelines | 4x annual cash retainer for non-employee directors | Expected to achieve within 5 years; all directors either compliant or within phase-in as of 12/31/2024; unearned performance awards and unexercised options excluded |
| Hedging/pledging | Prohibited by policy (certain exceptions may be approved) | Policy prohibits pledging and hedging; margin purchases and short sales also prohibited |
Insider Trades (Form 4 highlights)
| Date (Trans.) | Type | Security | Quantity | Price | Post-Holdings | Notes |
|---|---|---|---|---|---|---|
| 2024-06-03 | Sale (S) | Common Stock | -18,200 | $73.00 | 5,625 | Sale pursuant to a Rule 10b5-1 plan adopted March 1, 2024 |
| 2024-06-06 | Award (A) | RSUs | +1,550 | $0 | 7,175 | RSUs vest by earlier of June 6, 2025 or day prior to next annual meeting |
| 2024-06-06 | Award (A) | Stock Options | +7,250 | — | 7,250 options | Options vest monthly; fully by earlier of June 6, 2025 or day prior to next annual meeting |
| 2025-06-12 | Form 4 filed | — | — | — | — | Form 4 filed June 16, 2025 (details in filing) |
Governance Assessment
- Strengths: Independent director with chair role on Nominating & Corporate Governance and member of Audit; robust attendance; strong legal/compliance and transaction expertise aligned with Vaxcyte’s needs .
- Alignment: Director equity awards and 4x retainer ownership guideline support alignment; hedging/pledging prohibitions enhance investor protection .
- Potential conflicts: CARGO Therapeutics sublease (while she serves as CLO at CARGO) was reviewed; Board determined independence not affected—mitigates conflict concerns but worth monitoring for related-party exposure .
- Compensation reasonableness: 2024 total director comp of ~$510k (cash + equity) consistent with disclosed program changes; fee increases effective April 1, 2024 transparently disclosed .
Appendix: Committee and Meeting Snapshot (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Nominating & Corporate Governance | Chair | 2 |
| Compensation | Not a member | 6 |
- Board met 10 times in 2024; each current director ≥75% attendance .
- Audit Committee report signed by Loxam (Chair), Gilbert, Lee; recommended inclusion of 2024 audited financials in 10-K .
Notes on compensation program and policies referenced:
- Director equity: initial $800k option grant for first-time directors; annual $450k (75% options/25% RSUs); acceleration on change in control .
- Cash retainers: Board member $50k; committee chair/member retainers as listed above .
- Stock ownership guidelines: 4x cash retainer for directors; compliance/phase-in status noted .