Jill Quigley
About Jill Quigley
Jill Quigley, J.D., age 50, has served as an independent director of Terns Pharmaceuticals since December 2020 and currently chairs the Audit Committee; she is designated an “audit committee financial expert.” She briefly served as Interim Senior Advisor and Strategy Officer from November 2023 to February 2024, after which she regained independent status under Nasdaq rules. She holds a B.A. in Communications, Legal Institutions, Economics & Governance (American University) and a J.D. (Rutgers School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Passage Bio, Inc. | Chief Operating Officer | Nov 2018 – Dec 2021 | Operational leadership in public biotech |
| Nutrinia, Inc. | Interim CEO and General Counsel | Jan 2016 – Nov 2018 | Legal and executive oversight |
| Shire plc | Senior Legal Counsel | Jul 2012 – Jan 2016 | Legal leadership (global biopharma) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Genuiti Therapeutics, Inc. (private) | Chief Executive Officer | Since Sep 2023 | Private biotechnology company |
| Chemomab Therapeutics Ltd. (public) | Director | Current | Public company directorship (biotech) |
Board Governance
- Board class: Class II director; term expires at 2026 annual meeting .
- Committees: Audit (Chair), Nominating & Corporate Governance (Member); designated audit committee financial expert .
- Independence: Independent under Nasdaq rules; not independent during interim officer service Nov 2023–Feb 2024; regained independence thereafter .
- Attendance: In 2024, the board met 9 times; Audit met 4; Compensation 5; Nominating 6. Each current director attended at least 75% of aggregate board/committee meetings; six of seven then-serving directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (David Fellows); independent directors hold regular executive sessions .
Fixed Compensation
| Component | Amount (Policy) | Notes |
|---|---|---|
| Non-Employee Director Base Fee | $40,000 | Applies to non-chair directors (2024 policy) |
| Audit Committee Chair | $15,000 | Cash retainer (2024 policy) |
| Nominating & Governance Committee Member | $4,000 | Cash retainer (2024 policy) |
| Base Fee Option Election | Allowed (from Jul 1, 2024) | Option in lieu of cash if 30-day avg price ≥ $3; prorated vesting |
| Jill Quigley – 2024 Director Compensation | Fees Earned (Cash) | Option Awards (Grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 Actual | $51,229 | $147,585 | $101,643 (salary $19,743 + RSU grant-date FV $81,900 for interim role) | $300,457 |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual Director Option Grant | Jun 2024 | 32,000 | Vests by next annual meeting or 1st anniversary, subject to service; full vest on change-in-control | |
| Base Fee Grant (options in lieu of cash) | Jul 2024 | 4,676 | Pro-rata monthly vest for service period; full vest on change-in-control | |
| Base Fee Grant (options in lieu of cash) | Feb 2025 | 10,657 | Pro-rata monthly vest for 2025 service period | |
| RSUs (Interim executive role) | Nov 2023 | 15,000 | Vested in full Aug 1, 2024 | |
| RSUs (Interim executive role) | Jan 2024 | 15,000 | Vested in full Jan 1, 2025 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Commentary |
|---|---|---|
| Chemomab Therapeutics Ltd. | Director | Biotech sector overlap with Terns; monitor for competitive conflicts; none disclosed in related-party section . |
| Genuiti Therapeutics, Inc. | CEO | Private biotech CEO role may introduce time-commitment considerations; independence affirmed . |
Expertise & Qualifications
- Legal and operational background across biotech; prior COO and GC roles .
- Designated Audit Committee Financial Expert (financial reporting and controls proficiency) .
- Education: B.A. in Communications, Legal Institutions, Economics & Governance (American University); J.D. (Rutgers School of Law) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Composition |
|---|---|---|---|
| Jill Quigley | 118,915 | <1% | Options exercisable within 60 days (118,915); excludes RSUs beyond 60 days . |
| Director Equity Holdings (as of Dec 31, 2024) | Options Outstanding | RSUs Outstanding |
|---|---|---|
| Jill Quigley | 114,475 | 15,000 |
- Anti-hedging: Company discloses “we do not have a hedging policy for our employees, officers, and directors at this time” (alignment risk) .
- Clawback: Compensation Recovery Policy adopted Oct 2023 (SEC/Nasdaq compliant) .
- Pledging: No pledging disclosures identified; insider trading policy in place .
Insider Filings and Trades
| Item | Detail | Date/Period |
|---|---|---|
| Late Form 4 filings (annual grant) | Late Form 4s filed on June 14, 2024 for June 10, 2024 annual grants by multiple directors, including Jill Quigley | Jun 2024 |
Governance Assessment
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Strengths:
- Audit Committee Chair and designated financial expert; strong oversight of financial reporting, internal controls, related-party transaction review, and cybersecurity procedures .
- Independence affirmed; stepped off committees while serving as interim officer and regained independence after Feb 2024, reflecting adherence to Nasdaq independence standards .
- Meeting engagement: Board and committees active in 2024; directors met attendance thresholds .
- Director equity structure (annual and initial option grants; optional base-fee equity) aligns incentives with shareholder outcomes; full vesting on change-in-control standard for director grants .
-
Watch items / red flags:
- Absence of a hedging policy for directors is a governance alignment concern (potential for hedging to undermine long-term ownership alignment) .
- Late Form 4 filings in June 2024 across several directors (including Quigley) indicate process control gaps in Section 16 compliance; company noted the issue in the proxy .
- Increased director equity and committee retainers approved in Feb 2025; monitor overall pay levels relative to responsibilities and performance to avoid pay inflation .
- Dual responsibilities as CEO of a private biotech (Genuiti) raise potential time-commitment risks; no related-party transactions disclosed, but sector overlap with Chemomab warrants ongoing conflict monitoring .
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Overall view: Quigley’s audit leadership, legal/operational background, and independence restoration support board effectiveness. Addressing hedging policy gaps and tightening Section 16 processes would strengthen investor confidence. Continuous oversight for industry overlap and workload balance is prudent given external roles .