Bronson Crouch
About Bronson Crouch
- Age 52; Chief Executive Officer and Chairman of Instil Bio since November 2018; founding partner of Curative Ventures Management LLC since January 2014 . The Board cites his venture capital and biotechnology industry experience as core credentials for his director role .
- Governance structure: Instil combines CEO and Chair roles under Crouch, with a Lead Independent Director (Neil Gibson) to balance oversight .
- Compensation context (2024): Total $5.324M, comprised of base salary ($712,039), a discretionary retention bonus ($462,825), a performance bonus ($462,825) and option awards ($3.672M), plus $14,331 in other comp .
- Ownership: Beneficial owner of 37.0% of outstanding shares as of April 2, 2025 (2,578,943 shares), including significant holdings via Curative Ventures entities and options exercisable within 60 days .
- Note: The proxy does not disclose TSR, revenue growth or EBITDA growth for his tenure. September 2024 CEO option grants are noted as “underwater” at the April 2, 2025 close ($18.32 vs. $66.10 strike) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Instil Bio, Inc. | Chief Executive Officer and Chairman | Nov 2018 – Present | Combined CEO/Chair; Board cites VC and biotech experience supporting leadership and oversight . |
| Curative Ventures Management LLC | Founding Partner | Jan 2014 – Present | Venture capital leadership; source of industry and financing expertise referenced by the Board . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CV‑Immetacyte Ultimate Manager LLC | Manager | N/A – Present | General partner of CV‑Immetacyte Manager LP (manager of Curative Ventures V LLC), entities that hold Instil shares; Crouch shares voting/dispositive power . |
| SB2A Management LLC | Managing Member | N/A – Present | General partner of SB2A LP, an Instil shareholder; Crouch shares voting/dispositive power . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (approved/effective) |
|---|---|---|---|
| Base salary ($) | 684,653 | 712,039 | 740,521 (effective Jan 1, 2025) |
| Target bonus (% of base) | 65% | 65% | 65% (unchanged as disclosed) |
| All other comp ($) | 13,295 (401(k) + phone) | 14,331 (401(k) + phone) | N/A |
Notes:
- 2024 discretionary retention bonus: $462,825 (earned by remaining through Feb 12, 2025; subject to clawback upon certain terminations) .
- Company provides 3% non-elective 401(k) contributions; modest perquisites (phone allowance) .
Performance Compensation
Annual cash incentive
| Year | Target metric framework | Target | Actual payout ($) | Comments |
|---|---|---|---|---|
| 2023 | Corporate goals (committee discretion) | 65% of base | 0 | No bonuses paid for 2023 performance . |
| 2024 | Corporate goals (committee discretion) | 65% of base | 462,825 | Committee approved payouts based on 2024 goal attainment . |
Equity awards (options)
| Grant date | Type | Shares | Exercise price | Vesting | Expiration |
|---|---|---|---|---|---|
| 02/10/2024 | Stock option | 120,000 | $11.60 | 25% on 1st anniversary; remainder monthly over 3 years | 02/09/2034 |
| 09/18/2024 | Stock option | 50,000 | $66.10 | 25% on 1st anniversary; remainder monthly over 3 years | 09/17/2034 |
Additional context:
- September 2024 grant was approved to “reward… strong performance since the beginning of the year”; value only realized if share price exceeds $66.10. As of April 2, 2025, these options were underwater at $18.32 .
- No RSU/PSU grants are disclosed for the CEO; outstanding awards are options with time-based vesting .
Equity Ownership & Alignment
| Ownership detail (as of record date) | Shares | % of outstanding |
|---|---|---|
| Total beneficial ownership (Apr 2, 2025) | 2,578,943 | 37.0% |
| Curative Ventures V LLC + SB2A LP (affiliated) | 2,019,002 | 30.9% |
| Directly held by Crouch | 126,893 | — |
| Options exercisable within 60 days | 443,048 | — |
| Prior year total (Apr 16, 2024) | 2,497,259 | 36.4% |
| Shares outstanding (for context) | 6,558,927 (Apr 2, 2025) | — |
Alignment and policies:
- High insider ownership aligns incentives; Board independence determination deems Crouch non-independent; all other directors independent .
- Insider Trading Policy prohibits short sales, put/call transactions, hedging, and use of margin accounts by directors and executives; no pledging disclosures noted .
- Director stock ownership guidelines not disclosed; executive ownership guidelines not disclosed in proxy.
Employment Terms
| Provision | Key terms |
|---|---|
| Role and at-will status | Amended and restated agreement (effective with Series B closing); CEO and employee at-will . |
| Base salary and bonus | Base salary reviewed annually; target bonus 65% of base (performance-based) . |
| Standard severance (non‑CIC) | If terminated without cause or resigns for good reason (non‑CIC): 18 months base salary; up to 18 months health premiums; 12 months accelerated vesting of unvested time-based equity . |
| Change-in-control (CIC) vesting | 100% of unvested options vest immediately prior to closing of a CIC per 2018 Plan (single‑trigger acceleration) . |
| CIC severance (double‑trigger) | If terminated without cause or resigns for good reason within 3 months before or 12 months after a CIC: 18 months base salary; up to 18 months health premiums; 1.5x full target bonus (97.5% of then-current salary); full equity acceleration . |
| 4999 excise tax | Best‑net approach (pay in full or cut back to avoid excise tax, whichever yields greater after‑tax benefits) . |
| Clawback | Dodd‑Frank compliant policy to recoup erroneously awarded incentive-based comp from the last 3 completed fiscal years upon a required restatement . |
| CEO pay cap (control >35%) | Annual CEO compensation capped at $6,000,000 when the CEO controls >35% of outstanding common stock (exceptions for termination/CIC/pre‑existing agreements) . |
Board Governance
- Board service: Director since 2018; Class I nominee for 2025 election to term ending 2028 .
- Leadership: Combined CEO/Chair; Lead Independent Director (Neil Gibson) empowered to set agendas, preside over independent sessions, liaise between independents and Chair .
- Independence: All directors except Crouch are independent under Nasdaq rules .
- Committees and roles (2025): Audit (Chair: R. Kent McGaughy; members: Neil Gibson, George Matcham), Compensation (Chair: George Matcham; member: Gwendolyn Binder), Nominating & Governance (Chair: Neil Gibson; member: Gwendolyn Binder) .
- Meeting cadence/attendance: Board met 8 times in last fiscal year; each director attended at least 75% of meetings and committee meetings served .
- Director compensation: CEO receives no additional director pay . Non‑employee director cash and option program disclosed; annual option grant increased to 6,500 shares effective April 1, 2025 .
Related Party/Ownership Structures
- Curative Ventures V LLC and SB2A LP, entities affiliated with Crouch, are significant shareholders; Crouch shares voting/dispositive power via roles at CV‑Immetacyte Ultimate Manager LLC and SB2A Management LLC .
- Historical preferred stock investors’ rights agreements (pre‑IPO) included Curative Ventures and other large holders; registration rights persist until March 19, 2026 or earlier conditions .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant date | Exercisable | Unexercisable | Exercise price | Expiration | Vesting |
|---|---|---|---|---|---|
| 08/29/2019 | 43,108 | — | 6.80 | 08/28/2029 | Time-based |
| 08/06/2020 | 146,101 | — | 23.00 | 08/05/2030 | Time-based |
| 02/10/2021 | 58,749 | 1,250 | 118.80 | 02/09/2031 | 25% on 1st anniversary; then monthly |
| 02/10/2021 | 57,500 | 2,500 | 118.80 | 02/09/2031 | Monthly over 4 years |
| 05/11/2021 | 34,375 | 3,125 | 325.00 | 05/10/2031 | Monthly over 4 years |
| 03/04/2022 | 26,557 | 10,943 | 172.40 | 03/03/2032 | 25% on 1st anniversary; then monthly |
| 01/08/2023 | 24,991 | 25,008 | 12.68 | 01/07/2033 | 25% on 1st anniversary; then monthly |
| 02/10/2024 | — | 120,000 | 11.60 | 02/09/2034 | 25% on 1st anniversary; then monthly |
| 09/18/2024 | — | 50,000 | 66.10 | 09/17/2034 | 25% on 1st anniversary; then monthly |
Risk Indicators & Red Flags
- Combined CEO/Chair with high insider control (37%) increases governance concentration; Lead Independent Director structure partially mitigates .
- Single‑trigger equity acceleration upon CIC plus additional double‑trigger cash severance may increase the cost of strategic transactions (takeover premium) .
- Large 2024 option grant (majority value from September tranche) now underwater; may affect motivation/supply of future grants; February 2024 grant at $11.60 is in‑the‑money and vests starting Feb 2025, creating potential future selling windows .
- Section 16(a) filing timeliness: one-day late reporting of Sept 18, 2024 option awards for Crouch and Laumas .
Compensation Structure Analysis
- Mix shift in 2024: Total comp rose to $5.324M, driven by a substantial increase in option grant fair value vs. 2023 ($3.672M vs. $0.437M) while cash included both a discretionary retention bonus ($462,825) and a performance bonus ($462,825) .
- Performance program design: Annual cash bonus based on corporate goals with committee discretion; no detailed metric weightings disclosed; 2023 paid 0, 2024 paid at a level equal to 65% of base salary for Crouch .
- Pay-for-performance alignment safeguards: Dodd‑Frank clawback adopted; CEO compensation cap at $6M applies because Crouch controls >35% of shares, limiting potential pay inflation absent exceptions .
- Equity design: Time-based options with standard 4-year vest facilitate retention; September 2024 grant underwater at $18.32 stock price, reducing near-term realizable value and potential selling pressure; however, February 2024 grant in‑the‑money may lead to exercises/sales as vesting occurs .
Employment Contracts & Change-of-Control Economics
- Non‑CIC severance: 18 months base + 12 months equity acceleration + up to 18 months health benefits .
- CIC provisions: Single‑trigger full equity acceleration at closing; if terminated without cause/for good reason within 3 months pre‑ or 12 months post‑CIC, 18 months base + 1.5x target bonus (97.5% of salary) + up to 18 months health + full equity acceleration; best‑net 280G/4999 mitigation .
Board Service and Committee Roles (Director)
| Item | Details |
|---|---|
| Current board class | Class I nominee for term ending 2028 . |
| Independence | Not independent (CEO); all other directors independent . |
| Committees | None (CEO not on standing committees) . |
| Board meetings/attendance | 8 meetings; all directors ≥75% attendance . |
| Director pay | None for Crouch (paid as CEO only) . |
Director/Committee Compensation (reference)
- Non‑employee director cash retainers and option grants disclosed; annual option increased to 6,500 shares effective April 1, 2025 .
Say‑on‑Pay & Peer Group
- Proxy does not include an advisory say‑on‑pay vote; the Compensation Committee engaged FW Cook to review strategy and develop a comparative peer group, but peers and target percentile are not disclosed in the proxy .
Investment Implications
- Alignment: Very high insider ownership (37%) and prohibition on hedging/margin accounts support long‑term alignment; CEO compensation cap (when control >35%) limits pay escalation risk .
- Governance risk: Combined CEO/Chair and single‑trigger CIC equity acceleration increase governance and transaction‑cost risk; Lead Independent Director with defined powers is a mitigating factor .
- Selling pressure: September 2024 options are underwater at $66.10 strike; near‑term selling pressure more likely around vesting of in‑the‑money February 2024 options ($11.60) rather than the underwater tranche .
- Retention: Time‑based vesting across multiple option grants and non‑CIC severance terms create retention incentives; 2024 retention bonuses further underscore focus on talent stability .
- Pay‑for‑performance: Lack of disclosed metric weightings limits transparency; however, zero payout in 2023 and paid 2024 bonuses suggest discretion tied to corporate outcomes; clawback provides downside protection .
Sources: 2025 DEF 14A (Apr 14, 2025) –; 2024 DEF 14A (Apr 26, 2024) –; 2025 10‑K exhibits (Mar 4, 2025) for officer certifications context –.