Carol Gallagher
About Carol Gallagher
Carol Gallagher, Pharm.D., is an independent Class I director of PMV Pharmaceuticals, appointed on November 3, 2022 and nominated for a term expiring at the 2027 annual meeting . She is 60 years old (as disclosed in 2024) and holds B.S. and Doctor of Pharmacy degrees from the University of Kentucky, with a career spanning executive roles and venture investing in biopharma . The board affirmatively determined she is independent under Nasdaq rules in 2024 and 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | Partner, Venture Partner, Venture Advisor | Oct 2014 – Jan 2024 | — |
| Frazier Healthcare | Venture Partner | Oct 2013 – Sep 2014 | — |
| Calistoga Pharmaceuticals | President & CEO | 2008 – 2011 (acquired by Gilead) | Led company through sale to Gilead |
| Metastatix, Inc. | President & CEO | 2007 – 2008 | — |
| Eli Lilly; Amgen; Agouron; Pfizer; Biogen; CancerVax; Anadys | Various roles (1989 onward) | 1989 – prior to 2007 | Broad pharma operating experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Atara Biotherapeutics (Nasdaq: ATRA) | Director | Current | Allogeneic T-cell immunotherapy |
| Mirati Therapeutics (Nasdaq: MRTX) | Director | Jun 2023 – Jan 2024 (acquired by BMS) | — |
| Turning Point Therapeutics | Director | Jul 2019 – Aug 2022 (acquired by BMS) | — |
| Frazier Life Sciences Acquisition Corp. (Nasdaq: FLAC) | Director | Oct 2020 – Dec 2022 | SPAC |
| Certara (Nasdaq: CERT) | Director | Jun 2021 – Apr 2022 | — |
| Annexon (Nasdaq: ANNX) | Director | 2018 – Feb 2021 | — |
| Tempest Therapeutics (Nasdaq: TPST) | Director | 2012 – 2021 | Formerly Millendo |
| AnaptysBio (Nasdaq: ANAB) | Director | 2011 – 2018 | — |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; Chair is Dr. Charles Baum; members include Dr. Gallagher and Dr. Richard Heyman .
- Independence: Board determined Dr. Gallagher is independent under Nasdaq standards in 2024 and 2025 .
- Attendance: In 2023 and 2024, each director attended at least 75% of board and applicable committee meetings; board met 10 times in 2023 and 7 times in 2024 .
- Audit Committee (for context): Stelzer (chair), Flowers, Heyman; met five times in 2023 and five in 2024 .
- Compensation Committee (for context): Heyman (chair), Stelzer, Baum; met four times in 2023 and five in 2024 .
Fixed Compensation
| Position | Annual Cash Retainer | Notes |
|---|---|---|
| Base Director Fee | $40,000 | Applies to non-employee directors |
| Committee Member – Nominating & Corporate Governance | $4,000 | Excludes chairpersons |
| Chair – Nominating & Corporate Governance | $8,000 | Dr. Gallagher is not chair |
| Chair – Compensation | $10,000 | — |
| Chair – Audit | $15,000 | — |
| Chair – Board | $35,000 | — |
| Committee Member – Compensation | $5,000 | — |
| Committee Member – Audit | $7,500 | — |
| Year | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | $44,000 | — | $80,272 | $124,272 |
| 2024 | $44,000 | — | $81,032 | $125,032 |
Interpretation: Her cash fees equal base retainer ($40,000) plus nominating committee member fee ($4,000), consistent with her committee assignment and non-chair status .
Performance Compensation
- Outside Director Compensation Policy (equity):
- 2024 structure: Initial option of 45,000 shares vesting in 36 equal monthly installments; annual option of 22,500 shares vesting on the earlier of one year or next annual meeting; both granted at FMV and accelerate on change-in-control .
- 2025 revision: Initial option increased to 67,000 shares; annual option increased to 33,500 shares; vesting mechanics unchanged; change-in-control acceleration continues .
- One-time special grant: In June 2024, each continuing non-employee director received a 45,000 stock option vesting in equal monthly installments over three years .
| Grant Type | Shares | Vesting | Notes |
|---|---|---|---|
| Initial Option (2024 policy) | 45,000 | 36 equal monthly installments | FMV strike; CIC acceleration |
| Annual Option (2024 policy) | 22,500 | Earlier of 1 year or next annual meeting | FMV strike; CIC acceleration |
| Special Option (Jun 2024) | 45,000 | Equal monthly over 3 years | One-time award |
| Initial Option (2025 policy) | 67,000 | 36 equal monthly installments | FMV strike; CIC acceleration |
| Annual Option (2025 policy) | 33,500 | Earlier of 1 year or next annual meeting | FMV strike; CIC acceleration |
Change-in-control protection: Under the 2020 Plan, outside director awards fully vest (options, RSUs; performance goals deemed achieved at 100% unless otherwise specified) upon a change in control .
Other Directorships & Interlocks
- Current public company board: Atara Biotherapeutics (director) .
- Prior public boards: AnaptysBio (2011–2018), Tempest Therapeutics (2012–2021), Annexon (2018–Feb 2021), Turning Point Therapeutics (2019–Aug 2022), Certara (Jun 2021–Apr 2022), Frazier Life Sciences Acquisition Corp. (Oct 2020–Dec 2022), Mirati Therapeutics (Jun 2023–Jan 2024) .
- Interlocks/conflicts: Upon appointment, the company disclosed no related-party transactions or family relationships for Dr. Gallagher under Item 404(a) and stated compensation follows the Outside Director Compensation Policy; an indemnification agreement was executed in the same form as other directors .
- Related party oversight: PMVP maintains a formal policy requiring Audit Committee pre-approval of related person transactions over $120,000 and consideration of independence/conflicts; transactions are disclosed in the proxy .
Expertise & Qualifications
- Degrees: B.S. and Doctor of Pharmacy, University of Kentucky .
- Executive and investing experience: Former CEO (Calistoga; Metastatix), venture roles at NEA and Frazier, and operating roles across major biopharma companies; board qualifications include leadership/management and extensive pharma industry experience .
Equity Ownership
| Measure | Amount | As-Of Date | Notes |
|---|---|---|---|
| Options exercisable within 60 days | 20,583 | Apr 10, 2024 | Held by The Gallagher Revocable Trust (Carol Gallagher trustee) |
| Options exercisable within 60 days | 92,583 | Apr 8, 2025 | Held by The Gallagher Revocable Trust |
| Outstanding options (year-end) | 60,500 | Dec 31, 2023 | — |
| Outstanding options (year-end) | 128,000 | Dec 31, 2024 | — |
Policy context: The company has a “Policy Prohibiting Hedging or Pledging of Securities” referenced in the 2024 proxy; details are not provided in the excerpt .
Governance Assessment
- Board effectiveness: Gallagher is a consistent member of the Nominating & Corporate Governance Committee, which met four times in 2023 and three times in 2024, overseeing board composition, succession planning, and ESG-related governance; she met the company’s attendance threshold in both years .
- Independence and conflicts: The board reaffirmed her independence under Nasdaq rules in 2024 and 2025; her appointment 8-K disclosed no related-party transactions or family relationships, and compensation follows the standardized outside director policy .
- Compensation mix and alignment: Director pay is primarily base cash plus standardized option grants, with a one-time 45,000 option award in June 2024; a 2025 policy increase raises initial and annual option sizes, maintaining equity-heavy alignment but introducing change-in-control acceleration that may be seen as a shareholder-friendly retention tool but warrants attention to potential windfalls in M&A scenarios .
- Red flags and watchpoints:
- No disclosed related-party transactions for Gallagher; however, other directors have consulting agreements (Levine and Baum), and Levine was deemed not independent in 2024 due to consulting/SAB compensation—this is a broader board independence consideration rather than specific to Gallagher .
- Equity awards accelerate on change in control; while common in biotech, investors should monitor cumulative equity overhang and CIC terms for potential misalignment in sale scenarios .
- Overall: Gallagher’s background and independence, combined with solid attendance, suggest positive governance quality. Compensation is modest in cash with meaningful equity exposure, signaling alignment, though the 2025 increase in option sizes and CIC acceleration should be balanced against dilution and M&A incentives .