Simba Gill
About Simba Gill
Balkrishan “Simba” Gill, Ph.D., is Executive Chairman of Serina Therapeutics’ board (Class I director), age 61, serving since April 2024. He is an immunologist with a Ph.D. from King’s College London and an MBA from INSEAD, with prior CEO, venture, and corporate development roles across biotechnology and pharma globally. Serina separates the Chair and CEO roles; Dr. Gill serves as Executive Chair, while Steve Ledger is CEO—Dr. Gill is not classified as an independent director under NYSE American guidelines. Company pay-versus-performance disclosures show negative TSR and net losses over 2023–2024; management notes the committee did not use these pay-versus-performance disclosures to set compensation.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Valuation of $100 TSR investment | (30) | (44) |
| Net Income (Loss) ($USD Thousands) | $5,269 | $(11,141) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evelo Biosciences, Inc. | Founding Executive Chair; President & CEO; Director | 2015–2023 | Built clinical pipeline; led strategy and operations |
| Flagship Pioneering | Venture Partner | 2015–present | Company creation and venture-led biotech formation |
| Foghorn Therapeutics | Board Director | 2017–present | Board oversight at public epigenetics platform company |
| Realm Therapeutics PLC | Director | 2016–2019 | Governance at publicly listed therapeutics firm |
| moksha8 Pharmaceuticals, Inc. | President & CEO | 2006–2015 | Led specialty pharma build-out in emerging markets |
| TPG Growth | Partner | 2006–2015 | Growth equity investing and portfolio leadership |
| Maxygen | President & CFO | 1997–2006 | Corporate leadership at protein engineering biotech |
| Valentis; Systemix | Head of Corporate Development | Pre-1997 | BD and strategic transactions |
| Boehringer Mannheim | Co-head Global Marketing (Recormon); Head North Africa; Head Corporate Development (Elecsys) | Pre-1997 | Global commercial and diagnostic platform strategy |
External Roles
| Organization | Role | Years |
|---|---|---|
| Foghorn Therapeutics | Board Director | 2017–present |
| Flagship Pioneering | Venture Partner | 2015–present |
Fixed Compensation
| Component | Terms / Amount |
|---|---|
| Executive Chairman cash fee | $300,000 annual cash fee under Executive Chairman Agreement |
| Director compensation policy eligibility | Executive Chairman Agreement states Dr. Gill is not entitled to receive additional options or other compensation under the Director Compensation Policy |
| Actual cash received (2024) | $215,833 fees earned or paid in cash (reflects partial-year service) |
Performance Compensation
| Award Type | Grant Date | Quantity / FV | Performance Metric | Vesting | Notes |
|---|---|---|---|---|---|
| Non-qualified stock options | April 2024 | 295,300 options; grant-date fair value $2,823,038 | None disclosed (time-based) | 73,825 vest at month 6; then 5,273 monthly to month 48; 5,282 at month 48 (subject to continuous service) | Granted under Executive Chairman Agreement; not under Director Compensation Policy |
| Cash incentive | N/A | N/A | N/A | N/A | No bonus metrics disclosed for Executive Chairman |
The Compensation Committee states it has not adopted quantified financial performance measures for executive incentives; awards are primarily discretionary and time-based (options/RSUs) with a clawback for restatements.
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (Shares) | Composition | Ownership % of Outstanding | Hedging / Pledging | Ownership Guidelines |
|---|---|---|---|---|---|
| Sept 17, 2025 | 142,374 | Options exercisable within 60 days | 1.3% | Hedging prohibited by policy; pledging not disclosed | No executive ownership guideline disclosed |
| Citations | |||||
| Hedging: ; Insider Trading policy: | Guidelines not disclosed: | ||||
| 142,374 options | Options-only composition | 1.3% |
Insider selling pressure indicators:
- Large time-based monthly vesting through month 48 suggests a steady cadence of potential option eligibility; actual selling requires Form 4 analysis (not disclosed here). Trading windows and pre-clearance governed by insider trading policy.
Employment Terms
- Executive Chairman Agreement: annual cash fee ($300,000); initial grant of 295,300 options; eligible for further equity awards at Board discretion aligned with executive employees; serves as Executive Chair while on the Board unless earlier death/incapacity/removal/resignation.
- Restrictive covenants: five-year post-termination non-compete and five-year post-termination non-solicitation (customers and employees).
- Not entitled to additional options or other compensation under Director Compensation Policy.
- Clawback Policy: recoupment for compensation granted/earned/vested based wholly or partly on financial reporting measures in case of certain restatements, covering prior three fiscal years.
Board Governance
- Role: Executive Chairman; board leadership separated from CEO for independent oversight; CEO is Steve Ledger.
- Independence: Dr. Gill is not listed among independent directors; independent directors include Gregory H. Bailey, Richard Marshall, Karen J. Wilson, Jay Venkatesan, and Stephen Brannan.
- Committee memberships: None indicated for Dr. Gill; other directors chair and serve on Audit (Chair: Jay Venkatesan), Compensation (Chair: Karen J. Wilson), and Nominating & Corporate Governance (Chair: Karen J. Wilson).
- Board activity: 8 meetings in FY 2024; no director attended fewer than 75% of meetings; non-management directors hold executive sessions; Dr. Gill attended the 2024 annual meeting.
Director Compensation
| Policy Element | Amount |
|---|---|
| Board member annual retainer (outside directors) | $40,000 |
| Audit Committee Chair / Member | $10,000 / $5,000 |
| Compensation Committee Chair / Member | $5,000 / $2,500 |
| Nominating & Corporate Governance Chair / Member | $5,000 / $2,500 |
| Equity (Transition Award) | 40,000 options, vesting annually over 3 years |
| Equity (Annual Award) | 10,000 options annually, 1-year vest schedule |
Actual 2024 director compensation (Gill):
| Name | Cash Fees | Option Awards (FV) | Total |
|---|---|---|---|
| Balkrishan “Simba” Gill, Ph.D. | $215,833 | $2,823,038 | $3,038,871 |
Note: Executive Chairman Agreement states Dr. Gill is not entitled to additional options or other compensation under the Director Compensation Policy; his equity grant and fees are governed by the Executive Chairman Agreement.
Related Party Transactions & Interlocks (Context)
- Juvenescence and affiliate JuvVentures are ≥5% holders with board representation (Gregory H. Bailey as Executive Chairman of Juvenescence; Richard Marshall as CEO of Juvenescence). Company engaged in multiple financing and asset transactions with Juvenescence (stock purchases, warrants, asset sale of UniverXome, convertible notes). Governance policies require Audit Committee review/approval of related-person transactions.
- Convertible financing (Sept 9, 2025) provides up to $20M with associated warrants; potential issuance ≥20% requires shareholder approval under NYSE American Rule 713(a); dilutive risk and market overhang identified.
Compensation Structure Analysis
- Shift toward time-based options vs. PSUs/quantitative metrics: Executive Chairman equity is time-based with monthly vesting post month-6; no performance metrics disclosed.
- Discretionary bonuses policy and absence of quantified financial KPIs across executives increase discretion risk; clawback mitigates financial restatement risk.
- Equity plan dilution: 2024 Incentive Plan increased share reserve and added evergreen provision; potential ongoing dilution (Board may reduce or cancel evergreen in any year).
Equity Ownership & Alignment Details
- Ownership guidelines for executives/directors: not disclosed; hedging prohibited; insider trading policy imposes windows and preclearance. No pledging disclosure.
- Beneficial ownership (as of Sept 17, 2025): 142,374 options exercisable within 60 days; 1.3% of outstanding shares.
Investment Implications
- Alignment: Dr. Gill’s compensation is primarily time-based options plus fixed cash; absence of performance-conditioned equity may limit pay-for-performance alignment, though clawback and long vesting add retention and long-term orientation.
- Selling pressure: Four-year monthly vesting schedule represents a predictable cadence of potential option eligibility; actual selling depends on Form 4 activity and trading windows under strict insider policy—monitor Section 16 filings around vest dates.
- Governance: Executive Chair role with non-independence and significant related-party investor presence increases scrutiny on conflicts; Audit Committee related-party policy and separation of Chair/CEO provide structural safeguards.
- Dilution/financing: Convertible note and warrants (2025) plus equity plan evergreen could create dilution and overhang; watch shareholder approvals and tranche triggers tied to SER-252 milestones.
- Retention risk: Strong five-year post-termination non-compete/non-solicit reduces mobility, suggesting low external attrition risk; continued equity vesting requires board service continuity.