George Matcham
About George Matcham
George Matcham, Ph.D., age 73, has served as an independent director of Instil Bio, Inc. since September 2018. He previously held senior leadership roles at Celgene in biologics manufacturing and CAR T CMC and currently advises Cellex Cell Professionals GmbH; he earned his B.Sc. and Ph.D. in biochemistry from Cardiff University . The Board has affirmatively determined he is independent under Nasdaq listing standards . Directors attended at least 75% of Board and applicable committee meetings in the last fiscal year; the Board met eight times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene Corporation | SVP, Biologics Development & Manufacturing | May 2013–Aug 2017 | Oversight of biologics manufacturing; responsibility for CAR T CMC & Manufacturing from Sep 2015 |
| Celgene Corporation | SVP, CAR T CMC & Technology Development | Aug 2017–Jun 2018 | Led CAR T CMC and technology development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cellex Cell Professionals GmbH | Advisor | Current | Cell therapy company advisor |
| Chimeric Therapeutics | Director | Jul 2021–Aug 2023 | Former public company board service |
Board Governance
- Committee assignments (2025 proxy): Compensation Committee Chair; Audit Committee member; not listed on Nominating & Corporate Governance Committee .
- Independence: All directors other than CEO are independent; Matcham is independent .
- Attendance and meeting cadence: Board met eight times in 2024; each director attended ≥75% of Board and committee meetings; Compensation Committee met four times; Audit Committee met five times; Nominating Committee met once .
- Board leadership: Combined CEO/Chair (Bronson Crouch) with a Lead Independent Director (Neil Gibson) to balance governance .
Fixed Compensation
| Component | Amount/Policy | Period | Notes |
|---|---|---|---|
| Fees Earned (cash) – George Matcham | $43,750 | FY 2024 | Actual cash fees reported |
| Annual Board retainer (policy) | $40,000 | Effective Apr 1, 2024 | Amended non-employee director compensation policy |
| Committee Chair retainer – Compensation | $12,000 | Effective Apr 1, 2024 | As Compensation Chair |
| Committee member retainer – Audit | $7,500 | Effective Apr 1, 2024 | As Audit member |
The 2024 fees reflect combined policy changes during the year; policy moved to $40,000 base retainer and updated committee retainers effective April 1, 2024 , while prior policy had lower board and committee retainers .
Performance Compensation
| Component | Amount/Detail | Period | Notes |
|---|---|---|---|
| Option Awards (grant-date fair value) – George Matcham | $38,715 | FY 2024 | Director option award value; directors only realize value if stock > strike |
| Option holdings – George Matcham | 6,500 options outstanding | As of Dec 31, 2024 | Aggregate director option count; no stock awards held |
| Annual option grant (policy) | 5,000 shares | Effective Apr 1, 2024 | For continuing directors; monthly vesting over ~1 year; accelerates on change-in-control/death/disability |
| Initial option grant (policy) | 5,000 shares | Effective Apr 1, 2024 | For new directors; monthly vesting over 2 years; accelerates on change-in-control/death/disability |
| Annual option grant size (policy update) | 6,500 shares | Effective Apr 1, 2025 | Increase in annual director option grant size |
Vesting schedules per policy: annual grants vest monthly over one year; initial grants vest monthly over two years, subject to continued service; unvested portions accelerate upon change-in-control, death, or disability .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Chimeric Therapeutics | Former Director (2021–2023) | No disclosed related-party transactions with Instil Bio |
| Cellex Cell Professionals GmbH | Advisor | No disclosed related-party transactions with Instil Bio |
- Related-party transactions: Instil disclosed investor-related agreements (e.g., affiliates of CEO and another director) tied to pre-IPO preferred financings; no transactions disclosed involving Matcham as a related person .
Expertise & Qualifications
- Deep biologics manufacturing and CAR T CMC leadership from Celgene, directly relevant to Instil’s cell therapy operations .
- Academic credentials: B.Sc. and Ph.D. in biochemistry (Cardiff University) underpin technical oversight .
- Governance skills: Serves as Compensation Committee Chair and Audit Committee member, indicating compensation design and financial oversight capabilities .
Equity Ownership
| Metric | Apr 16, 2024 | Apr 2, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 39,600 | 36,083 |
| Ownership % of outstanding | <1% (denoted by company) | <1% (denoted by company) |
| Breakdown – direct/indirect | 30,000 via Matcham LLC; 1,500 options exercisable within 60 days | 30,000 via Matcham LLC; 6,083 options exercisable within 60 days |
| Pledged shares | None disclosed | None disclosed |
Governance Assessment
- Strengths: Independent director with specialized cell therapy manufacturing and CAR T CMC expertise; chairs Compensation Committee and sits on Audit, signaling board trust in his oversight of pay design and financial controls .
- Alignment: Receives equity via annual options alongside cash retainers; company prohibits director hedging/short sales/margin use, enhancing alignment and discouraging speculative behavior .
- Engagement: Board and committees met regularly (Board: eight; Audit: five; Compensation: four; Nominating: one) and all directors met ≥75% attendance, suggesting reasonable engagement .
- Red flags and watch items:
- Combined CEO/Chair remains a governance risk mitigated by a Lead Independent Director; continued effectiveness of lead director oversight should be monitored .
- Section 16 reporting timeliness: 2023 director option grants (including Matcham) were reported late (filed Jan 10, 2024), a minor administrative lapse; 2024 late filings related to CEO/CFO grants noted, with no director issues cited for 2024 .
- No related-party transactions disclosed involving Matcham; continue to monitor for any advisory relationships or external boards that engage in business with Instil .
Director Compensation (Detail)
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash fees (Board + committees) | $43,750 | Reported fees for Matcham |
| Option awards (grant-date fair value) | $38,715 | Reported for FY 2024 |
| Option holdings year-end | 6,500 options | As of Dec 31, 2024 |
| Equity grant policy – annual | 5,000 shares (increased to 6,500 from Apr 1, 2025) | Vesting/acceleration terms as described |
Independence, Attendance & Engagement
| Attribute | Status/Value | Source |
|---|---|---|
| Independence | Independent (Nasdaq) | |
| Lead Independent Director | Neil Gibson, Ph.D. | |
| Board meetings (FY 2024) | 8 | |
| Attendance threshold | ≥75% for all directors | |
| Compensation Committee meetings (FY 2024) | 4 | |
| Audit Committee meetings (FY 2024) | 5 | |
| Nominating Committee meetings (FY 2024) | 1 |
Related-Party Transactions & Policies
- Related-person transactions policy: Audit Committee reviews and approves related-person transactions above $120,000; focus on independence and best interest of stockholders .
- Disclosed transactions since Jan 1, 2023 involve affiliates of other directors and major holders tied to pre-IPO agreements; none involve Matcham .
- Hedging policy: Directors prohibited from short sales, options transactions, hedging, margin accounts .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting voting covered director election (Class I) and auditor ratification; no say-on-pay proposal was presented .
Committee Composition (Current per 2025 Proxy)
| Committee | Members | Chair |
|---|---|---|
| Audit | McGaughy; Gibson; Matcham | McGaughy |
| Compensation | Matcham; Binder | Matcham |
| Nominating & Corporate Governance | Gibson; Binder | Gibson |
Compliance and Insider Reporting
- Section 16(a): Company noted late filings for June 14, 2023 director option awards (filed Jan 10, 2024); 2024 late filings involved CEO/CFO option awards (filed one day late) .
Implications for Investors
- Matcham’s technical depth (CMC and manufacturing) is a positive for oversight of Instil’s cell therapy operations and risk management in production scale-up .
- Compensation structure balances cash and equity with conservative hedging restrictions, supporting alignment; monitor evolving grant sizes (increase to 6,500 options from April 2025) for dilution and pay-for-performance linkage .
- Governance risk from combined CEO/Chair is partially mitigated by an empowered Lead Independent Director; sustained committee activity and attendance are supportive signs of board effectiveness .