David Gill
About David N. Gill
David N. Gill, age 70, has served on the Y-mAbs Therapeutics, Inc. Board since December 2017. He is an experienced financial executive in medical devices and life sciences, formerly a CPA, with a B.S. in Accounting from Wake Forest University and an MBA from Emory University. He currently chairs the Audit Committee and serves on the Compensation and Nominating & Corporate Governance Committees, and has been determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perspectum Ltd. | Chief Financial Officer | Feb 2021 – Oct 2021 | Finance leadership in diagnostic tools |
| Endochoice; TransEnterix; NxStage Medical; CTI Molecular Imaging; Novoste; Dornier Medical | Various senior executive roles | Not disclosed | Financial and operating leadership across medtech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Evolus, Inc. (public) | Director | Current | Aesthetics-focused company |
| Strongbridge Biopharma plc (public) | Director | Sep 2019 – Oct 2021 | Prior public board service |
| Melinta Therapeutics, Inc. (public) | Director | Apr 2012 – Apr 2020 | Prior public board service |
| Histogenics Corporation (public) | Director | Jan 2015 – Jul 2019 | Prior public board service |
| Strata Skin Sciences (public) | Director | May 2018 – May 2020 | Prior public board service |
| Several private companies | Director | Current | Private company boards |
Board Governance
- Independence: The Board determined Gill is an “independent director” under Nasdaq rules; he qualifies as the Audit Committee financial expert .
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Attendance: The Board met 8 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; independent directors held two executive sessions in 2024 .
- Board leadership: Independent Chairman (Dr. Healy); no Lead Independent Director designated given independent chair structure .
| Committee | 2024 Meetings | Gill’s Role |
|---|---|---|
| Audit | 4 | Chair |
| Compensation | 7 | Member |
| Nominating & Corporate Governance | 2 | Member |
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer (member) | $50,000 | Cash retainer |
| Audit Committee Chair fee | $20,000 | Additional cash retainer |
| Compensation Committee member fee | $7,500 | Additional cash retainer |
| Nominating Committee member fee | $5,000 | Additional cash retainer |
| Total cash earned (2024, as paid) | $82,500 | Gill’s 2024 cash fees |
Performance Compensation (Director Equity)
| Grant Type | 2024 Grant-Date Fair Value (USD) | Vesting Terms | Notes |
|---|---|---|---|
| RSUs | $41,975 | Annual RSU under policy; vests in full by next annual meeting or 1-year anniversary | Gill 2024 RSU FV |
| Stock Options | $125,817 | Annual option; vests in 12 equal monthly installments over 1 year | Gill 2024 option FV |
Vesting schedules under the Director Compensation Policy: as of April 2024, annual option awards equal to $127,500 grant date value vest monthly for one year; annual RSU awards equal to $42,500 vest in full by the next annual meeting or 1-year anniversary . In March 2025, the annual equity was rebalanced to equal grant-date values of $122,000 for options (monthly vesting over 1 year) and $122,000 for RSUs (vest in full by the next annual meeting or 1-year anniversary), increasing the RSU mix relative to 2024 .
| Outstanding as of 12/31/2024 | Shares/Units |
|---|---|
| RSUs outstanding | 3,495 |
| Options outstanding | 106,495 |
Other Directorships & Interlocks
| Company | Sector | Relationship to YMAB | Potential Interlock/Conflict |
|---|---|---|---|
| Evolus, Inc. | Aesthetics | No disclosed transactional ties | None disclosed in proxy |
| Strongbridge; Melinta; Histogenics; Strata Skin Sciences | Biopharma/Medtech | Prior roles | None disclosed in proxy |
No related-party transactions involving Gill are specifically disclosed; the Audit Committee reviews/approves related person transactions under a formal policy .
Expertise & Qualifications
- Financial expertise: Audit Committee Chair and SEC-defined “audit committee financial expert,” with 30+ years in medtech/life sciences and prior CFO role at Perspectum .
- Education and credentials: B.S. Accounting (Wake Forest); MBA (Emory); formerly a certified public accountant .
- Governance skills: Service across audit, compensation, and nominating committees; public company board experience .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 112,320 (less than 1% of outstanding) |
| Direct shares | 2,330 |
| Exercisable/vesting within 60 days | 109,990 (options/RSUs) |
| Shares outstanding (for % calc context) | 45,295,794 (as of record date) |
Policy signals: Y-mAbs’ Insider Trading Policy prohibits pledging, hedging, short sales, and derivative transactions in company stock, supporting alignment (no pledging/hedging) .
Governance Assessment
- Strengths: Independent director with deep financial acumen; Audit Chair and designated financial expert; multi-committee engagement; board-level attendance at least 75% in 2024; independent chairman and routine executive sessions bolster oversight .
- Incentive alignment: Annual director equity grants (options plus RSUs), with 2025 policy shift toward a higher RSU component, may modestly reduce risk and enhance retention; Gill holds RSUs and a significant option position, though total beneficial ownership is <1% of shares outstanding .
- Conflicts/related parties: No Gill-specific related party transactions disclosed; formal Audit Committee oversight of related person transactions mitigates risk .
- Red flags and risk indicators: None explicitly disclosed for Gill; company-wide policy prohibits pledging/hedging, reducing alignment risks. Note multi-board responsibilities could pose time-commitment considerations but are common among independent directors; attendance thresholds were met at the board level in 2024 .
Say-on-pay sentiment: 97% approval for 2023 compensation at the 2024 meeting, indicating supportive shareholder context, though directed at executive pay rather than director pay .
Insider Trades
- Form 4 transaction detail was not retrieved here; beneficial ownership and outstanding awards are as disclosed in the DEF 14A. Company policy prohibits hedging and pledging by directors and officers .