Gwendolyn Binder
About Gwendolyn Binder
Gwendolyn Binder, Ph.D., age 50, is an independent director of Instil Bio (since July 2020) and is currently President of Science and Technology at Cabaletta Bio, Inc. (since February 2019). She holds a B.A. in biochemistry and molecular biology from Wells College and a Ph.D. in Cellular and Molecular Medicine from Johns Hopkins University (2002). Her current board term runs through the 2027 annual meeting, and the Board cites her extensive biotechnology experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adaptimmune Therapeutics PLC | Executive Vice President, Head of Translational Sciences | Mar 2011 – Feb 2016 | Built translational science function in cell therapy |
| Adaptimmune Therapeutics PLC | Chief Technology Officer | Mar 2016 – Jan 2019 | Led technology development for T‑cell therapies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabaletta Bio, Inc. | President, Science & Technology | Feb 2019 – Present | Senior operational leadership; no Instil-related transactions disclosed |
Board Governance
- Independence: The Board determined all directors other than CEO Bronson Crouch are independent under Nasdaq rules; Dr. Binder is independent .
- Board leadership: Lead Independent Director is Neil Gibson (since March 2021) .
- Attendance: Board met 8 times in FY2024; each director attended at least 75% of Board and committee meetings .
| Committee | Role | Chair | Meetings (FY2024) |
|---|---|---|---|
| Compensation | Member | George Matcham | 4 meetings |
| Nominating & Corporate Governance | Member | Neil Gibson | 1 meeting |
| Audit | Not a member | R. Kent McGaughy | — |
Fixed Compensation
Director cash fees received by Dr. Binder:
| Metric | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $71,560 | $46,000 | $41,000 |
Policy structure (current):
- Annual Board retainer: $40,000 (effective April 1, 2024) .
- Committee retainers: Compensation Committee member $6,000; Nominating & Corporate Governance Committee member $4,000; Chairs receive higher amounts (Audit $20,000; Compensation $12,000; Nominating $8,000) .
Performance Compensation
Option-based compensation and holdings:
| Metric | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards – Grant-date Fair Value ($) | $1,046,372 | $11,151 | $38,715 |
| Options Held at Year-End (shares) | 64,000 | 6,199 | 7,100 |
Policy terms and vesting:
- Annual option grant for continuing directors: 5,000 shares (post‑April 1, 2024) with monthly vesting over one year; accelerates on change-in-control, death, or disability .
- New director initial grant: 5,000 shares with monthly vesting over two years; accelerates on change-in-control, death, or disability .
- As of April 1, 2025, annual grant increased to 6,500 shares .
- No RSUs/PSUs or performance metrics tied to director compensation are disclosed; director equity is time-vested options .
Other Directorships & Interlocks
- No other public company directorships for Dr. Binder are disclosed in Instil Bio’s proxy; her external role is an operating position at Cabaletta Bio .
Expertise & Qualifications
- Deep biotechnology and cell therapy experience; senior leadership at Cabaletta Bio and prior technology/translational roles at Adaptimmune .
- Academic credentials in molecular medicine and immunology (Johns Hopkins Ph.D.; Wells College B.A.) .
Equity Ownership
| Metric | As of April 2, 2025 |
|---|---|
| Beneficial Ownership (shares) | 6,683 (options exercisable within 60 days) |
| Beneficial Ownership (%) | Less than 1% |
- Hedging/pledging: Company policy prohibits short sales, options, hedging transactions, use of margin accounts for directors and employees .
- No shares pledged as collateral or related-party transactions involving Dr. Binder are disclosed .
Governance Assessment
- Committee assignments and engagement: Binder serves on Compensation and Nominating & Governance committees; the committees met four and one times respectively in FY2024, suggesting focused but limited annual cadence in governance workflow .
- Independence and attendance: Independent under Nasdaq; attendance at least 75% across Board/committee meetings, which meets minimum governance expectations disclosed by the company .
- Compensation and alignment: 2024 director pay was modest ($79,715 total; $41,000 cash, $38,715 options) with time-vested options and change‑in‑control acceleration consistent with small-cap biotech peer practices; beneficial ownership is minimal (<1%), though ongoing annual option grants may incrementally increase alignment over time .
- Conflicts/related party: No related‑person transactions disclosed involving Dr. Binder; her external employer (Cabaletta Bio) is not referenced in Instil’s related party section, supporting independence from operating conflicts .
- Risk indicators: Hedging/derivative transactions are barred by policy, reducing misalignment risk; director pay is constrained by an annual cap (non‑employee director compensation limit), and the program was independently reviewed and amended in 2024, indicating active oversight by the Compensation Committee .