Neil Gibson
About Neil Gibson
Neil Gibson, Ph.D. (age 68) is an independent director of Instil Bio and has served on the Board since June 2020; he has been the Lead Independent Director since March 2021. He previously was Senior Vice President at COI Pharmaceuticals (2016–2021) and CEO of Adanate (2017–Nov 2021) and PDI Therapeutics (2017–June 2020). He holds a B.Sc. in Pharmacy from the University of Strathclyde and a Ph.D. from the University of Aston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| COI Pharmaceuticals, Inc. | Senior Vice President | Oct 2016 – Dec 2021 | Accelerator focused on creating drug discovery companies |
| Adanate | President & CEO | 2017 – Nov 2021 | CEO leadership at COI company |
| PDI Therapeutics | President & CEO | 2017 – Jun 2020 | CEO leadership at COI company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TCR2 | Director | Since 2017 | Board service disclosed; company focus in cell therapy |
| Shattuck Laboratories | Director | Since 2017 | Board service disclosed |
| Causeway Therapeutics | Director | Since 2017 | Board service disclosed |
| Adanate | Director | Since 2021 | Board service disclosed |
| Cytosen Therapeutics | Director | 2016 – 2019 | Prior board service |
Board Governance
- Independence and leadership: The Board determined all directors other than the CEO are independent; Dr. Gibson serves as Lead Independent Director, empowered to set agendas, preside over executive sessions of independent directors, liaise with the Chair/CEO, and coordinate risk responses .
- Committee assignments: Audit Committee member; Chair of the Nominating & Corporate Governance Committee .
- Risk oversight: Audit Committee oversees financial, compliance, and cybersecurity risks; Nominating & Corporate Governance monitors governance effectiveness; Compensation Committee evaluates compensation-related risk .
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings held during their service .
Board structure and attendance (chronological):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings (count) | 11 | 8 |
| Director attendance | Each ≥75% | Each ≥75% |
Policies relevant to conflicts/alignment:
- Hedging and margin ban: Insider Trading Policy prohibits short sales, options, hedging transactions, and use of margin accounts by directors .
- Related-party transactions: Formal policy requires Audit Committee review/approval considering independence impact; the related-person transactions disclosed do not include Dr. Gibson .
Fixed Compensation
Non-employee director compensation received by Dr. Gibson:
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 71,500 | 36,000 |
| Option Awards (Grant-Date Fair Value) | 11,151 | 38,715 |
| Total | 82,651 | 74,715 |
Director cash retainer policy:
- Through Q1 2024: $35,000 annual cash retainer; Lead Independent Director: +$20,000; Committee chair retainers: Audit $20,000; Compensation $10,000; Nominating & Corporate Governance $8,000; committee member retainers: Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $4,000 .
- Effective Apr 1, 2024: Annual cash retainer increased to $40,000; Compensation Committee chair $12,000; Compensation Committee members $6,000 .
Director compensation limit:
- Aggregate director compensation capped at $750,000 per annual meeting cycle; $1,000,000 if first appointed/elected mid-cycle .
Performance Compensation
Equity and vesting framework for non-employee directors:
- New director grant (effective Apr 1, 2024): Option to purchase 5,000 shares, vesting monthly over two years; full vest upon death, disability, or change in control; increased to 6,500 effective Apr 1, 2025 .
- Annual grant for continuing directors (effective Apr 1, 2024): Option to purchase 5,000 shares, vest in full at next annual meeting; full vest upon death, disability, or change in control; increased to 6,500 effective Apr 1, 2025 .
- Outstanding options as of Dec 31, 2024: Dr. Gibson held options to purchase 6,500 shares; no stock awards outstanding .
Performance metrics: Director equity awards vest based on service time; no performance metrics (TSR, revenue, etc.) are tied to director compensation under the disclosed policy .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| TCR2 | Board | Director | No interlocks with Instil counterparties disclosed |
| Shattuck Laboratories | Board | Director | No interlocks with Instil counterparties disclosed |
| Causeway Therapeutics | Board | Director | No interlocks with Instil counterparties disclosed |
| Adanate | Board | Director | No interlocks with Instil counterparties disclosed |
| Cytosen Therapeutics | Board (prior) | Director | No interlocks with Instil counterparties disclosed |
Expertise & Qualifications
- Biopharmaceutical executive experience (CEO and SVP roles) and board experience across multiple therapeutics companies; academic training in pharmacy and cellular/molecular medicine-related disciplines via Ph.D. .
- As Lead Independent Director, empowered to set agendas for independent sessions, coordinate risk oversight responses, and serve as liaison between independent directors and Chair/CEO—enhancing Board independence under a combined CEO/Chair structure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Neil Gibson, Ph.D. | 6,083 | <1% | Apr 2, 2025 | Based on 6,558,927 shares outstanding |
| Stock options outstanding (director) | 6,500 | — | Dec 31, 2024 | Director options outstanding; no stock awards |
Hedging/pledging:
- Company policy prohibits short sales, options, hedging transactions, and use of margin accounts by directors, limiting misalignment and pledging risk .
Governance Assessment
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Strengths:
- Lead Independent Director with defined authorities; independent under Nasdaq; serves as Audit Committee member and Chair of Nominating & Corporate Governance—favorable for oversight and board refreshment .
- Adequate meeting attendance (≥75%) and active committee structure; Audit Committee oversees key risk areas including cybersecurity and related-party transactions .
- Director compensation levels are modest with clear caps; equity is time-vested options, aligning incentives to long-term service; hedging/margin prohibitions enhance alignment .
-
Watch items:
- Combined CEO/Chair structure can concentrate power; mitigated by robust Lead Independent Director role and independent committees .
- Personal ownership is small (<1%); while common for small-cap biotech directors, lower ownership may temper “skin in the game” alignment relative to significant shareholders .
-
Conflicts/Related-party exposure:
- No related-person transactions disclosed involving Dr. Gibson; Audit Committee (of which he is a member) reviews related-party transactions under a formal policy .
No RED FLAGS identified specific to Dr. Gibson in the latest proxy: no related-party transactions, no hedging/margin activity permitted, and committee roles consistent with independence .