R. Kent McGaughy, Jr.
About R. Kent McGaughy, Jr.
R. Kent McGaughy, Jr., age 53, has served as an independent director of Instil Bio since June 2020 and is the Audit Committee Chair and an SEC-defined “audit committee financial expert.” He is a Partner at CPMG, Inc. (since 2005), holds a B.A. from the University of Texas and an MBA from Harvard Business School, and previously served on the boards of Apollo Endosurgery (2012–2023) and Reata Pharmaceuticals (2004–2023). His independence has been affirmatively determined by the Board under Nasdaq standards, and he brings financial and investor leadership experience to Instil Bio’s board governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPMG, Inc. | Partner | 2005–present | Investor leadership and financial expertise cited in Board qualification |
| Apollo Endosurgery | Director | Jan 2012–Apr 2023 | Not specified; prior public company board service |
| Reata Pharmaceuticals Inc. | Director | Dec 2004–Sep 2023 | Not specified; prior public company board service |
External Roles
No current public company directorships disclosed beyond Instil Bio. Prior roles are listed above .
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq listing standards; this includes Mr. McGaughy .
- Board leadership: CEO Bronson Crouch serves as Chair; Neil Gibson is Lead Independent Director .
- Attendance and engagement:
- FY2023: Board met 11 times; each director attended ≥75% of Board and committee meetings .
- FY2024: Board met 8 times; each director attended ≥75% of Board and committee meetings; all directors participated telephonically in the 2024 Annual Meeting .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board Meetings Held | 11 | 8 |
| Director Attendance (McGaughy) | ≥75% | ≥75% |
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Committees (current structure): | Committee | Members | Chair | Notes | |---|---|---|---| | Audit | McGaughy; Gibson; Matcham | McGaughy | 5 meetings in FY2024; Board determined all Audit members independent and financially sophisticated; McGaughy is an “audit committee financial expert” | | Compensation | Matcham; Binder | Matcham | 4 meetings in FY2024; independent members | | Nominating & Corporate Governance | Gibson; Binder | Gibson | 1 meeting in FY2024; independent members |
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Governance risk oversight: Audit reviews financial, cybersecurity, data privacy, and related-party transactions; Compensation monitors risk from pay programs; Nominating monitors governance guidelines .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards Grant-Date Fair Value ($) | Total ($) |
|---|---|---|---|
| 2023 | 55,000 | 11,151 | 66,151 |
| 2024 | 55,375 | 38,715 | 94,090 |
- Director cash policy (effective Apr 1, 2024): Annual board retainer $40,000; Audit Chair +$20,000; committee members: Audit +$7,500; Compensation +$6,000; Nominating +$4,000; Lead Independent Director +$20,000 .
- Non-employee director compensation cap (per plan): $750,000 annually; $1,000,000 for first-year directors .
Performance Compensation
| Element | Terms | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Annual option grants to continuing directors | 5,000 shares (post Apr 1, 2024); increased to 6,500 effective Apr 1, 2025 | Monthly, fully vested by next annual meeting | Full vesting on change-in-control; also on death or disability |
| Initial option grant for newly appointed directors | 5,000 shares (post Apr 1, 2024) | Monthly over two years | Full vesting on change-in-control; also on death or disability |
- Exercise price policy: Options granted at closing share price on grant date (for executive awards; director grants follow plan at market price), with automatic vesting accelerations per plan as noted .
- Hedging/short sales/margin/derivatives by directors prohibited under Insider Trading and Window Period Policy .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Ibisbill, LP (entity associated with CPMG, Inc.) | 5%+ owner of TIL; shares held for Ibisbill, LP with CPMG as GP | 410,923 shares; McGaughy is sole shareholder and managing director of CPMG, may be deemed to share voting/investment power |
| Curative Ventures V LLC (CVV) | 5%+ owner affiliated with CEO | Listed under >5% owners; included for overall governance context |
- Related-party transactions governance: Audit Committee reviews related-party transactions; investor rights agreement (registration rights) with CVV, Ibisbill LP, and Vivo Capital persists until the earlier of Rule 144 eligibility or March 19, 2026 .
Expertise & Qualifications
- Financial expertise: Audit Chair; “audit committee financial expert”; Board cites his investor leadership and financial expertise as qualification .
- Education: B.A., University of Texas; MBA, Harvard Business School .
- Industry experience: Medical technologies/biopharma investor and director; prior boards at Apollo Endosurgery and Reata .
Equity Ownership
| As-of Date | Beneficial Shares | Percent of Outstanding | Notes |
|---|---|---|---|
| Apr 16, 2024 | 412,423 | 6.3% | Includes 1,500 options exercisable within 60 days; includes shares held by Ibisbill, LP |
| Apr 2, 2025 | 417,006 | 6.4% | Includes 6,083 options exercisable within 60 days; includes shares held by Ibisbill, LP |
- Option holdings disclosure (directors): As of Dec 31, 2024, held options to purchase 6,500 shares; directors realize value only if trading price exceeds exercise price .
- Pledging/hedging: Company policy prohibits hedging, short sales, options, margin, or other speculative transactions by directors; no pledging disclosed in proxy materials .
Shareholder Voting Signal (Election Results)
| Annual Meeting | Proposal | Votes For | Votes Withheld/Against | Broker Non-Votes/Abstentions |
|---|---|---|---|---|
| Jun 13, 2024 | Elect Class III: R. Kent McGaughy, Jr. | 4,499,758 | 129,194 (Withheld) | 1,108,137 (Broker Non-Votes) |
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC “financial expert”; robust attendance; strong shareholder support in 2024 election; board has formal policies for related-party reviews, code of ethics, and hedging prohibitions .
- Alignment: Significant beneficial ownership (≈6.4%) via CPMG/Ibisbill LP aligns interests with shareholders; director equity awards are time-based options with market-priced grants, vesting, and change-in-control acceleration .
- Potential conflicts (monitoring focus): Dual role as Audit Chair while affiliated with a >5% shareholder (CPMG/Ibisbill LP) warrants continued scrutiny of related-party oversight, though independence has been affirmed by the Board and a formal related-party policy exists .
- Pay structure signals: Year-over-year increase in option grant fair value to directors in 2024 under revised policy; compensation caps in place to limit director pay escalation .
RED FLAGS to watch:
- Affiliation with a 5%+ holder (CPMG/Ibisbill LP) while chairing Audit Committee—ensure continued rigorous recusal and independent review of any related-party matters .
- Registration rights for legacy investors remain in effect until March 19, 2026—monitor for potential information asymmetry and selling dynamics around liquidity events .