DEF 14A of Instil Bio, Inc., Apr 24, 2026

DEF 14A of Instil Bio, Inc.

Filed Apr 24, 2026 · FY20250001789769-26-000030

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is divided into three classes, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board currently has five members. There are two directors in the class whose term of office expires in 2026. The nominees listed below are currently directors of the Company who were previously elected by the stockholders. If elected at the Annual Meeting, each nominee would serve until the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. Accordingly, the nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named below. If the nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by Instil Bio. The persons nominated for election have agreed to serve if elected. The Company’s management has no reason to believe that the nominees will be unable to serve. The biographies of the nominees for election to the Board and all continuing directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

  2. CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING

    CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING The following is a brief biography, as of the date of this proxy statement, of the Board’s nominees for director and a discussion of the specific experience, qualifications, attributes or skills of the nominee that led the Nominating and Corporate Governance Committee of the Board to recommend these persons as nominees for director. The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the Nominating and Corporate Governance Committee also takes into account gender, age, and ethnic diversity. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to believe that that nominee should continue to serve on the Board. George Matcham, age 74 George Matcham, Ph.D. has served as a member of our Board since September 2018. Dr. Matcham currently serves as an advisor to Cellex Cell Professionals GmbH, a cell therapy company. He previously served in various roles for Celgene Corporation since 1988, most recently as Senior Vice President, CAR T CMC & Technology Development from August 2017 to June 2018 and Senior Vice President, Biologics Development and Manufacturing from May 2013 to August 2017, with responsibility for CAR T CMC & Manufacturing from September 2015. Dr. Matcham served on the board of Chimeric Therapeutics from July 2021 to August 2023. Dr. Matcham received his B.Sc. and Ph.D. in biochemistry from Cardiff University. Our Board believes that Dr. Matcham is qualified to serve as a director based upon his extensive experience in the biotechnology industry. Neil Gibson, age 70 Neil Gibson, Ph.D. has served as a member of our Board since June 2020 and as our lead independent director since March 2021. Dr. Gibson most recently served as Senior Vice President of COI Pharmaceuticals, Inc., an accelerator company focused on the creation and development of unique drug discovery companies based on innovative and disruptive technologies, from October 2016 to December 2021. Previously, he served as President and Chief Executive Officer of Adanate from 2017 to November 2021 and President and Chief Executive Officer of PDI Therapeutics from 2017 to June 2020, both COI Pharmaceuticals, Inc. companies. Dr. Gibson has served on the board of TCR2, Shattuck Laboratories and Causeway Therapeutics since 2017 and Adanate since 2021 and previously served on the board of Cytosen Therapeutics from 2016 to 2019. Dr. Gibson earned his B.Sc. in Pharmacy from the University of Strathclyde and his Ph.D. from the University of Aston. Our Board believes that Dr. Gibson is qualified to serve as a director because of his extensive experience as an executive officer in the biopharmaceutical industry.

  3. CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE TWO NAMED NOMINEES. |

  4. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING Gwendolyn Binder, age 51 Gwendolyn Binder, Ph.D. has served as a member of our Board since July 2020. Dr. Binder is President of Science and Technology at Cabaletta Bio, Inc., which she joined in February 2019. Dr. Binder previously served in various roles for Adaptimmune Therapeutics PLC from March 2011 to January 2019, most recently as Chief Technology Officer from March 2016 to January 2019 and Executive Vice President, Head of Translational Sciences from March 2011 to February 2016. Dr. Binder earned her B.A. from Wells College in biochemistry and molecular biology and studied viral immunology and translational research at the Johns Hopkins University in Baltimore, where she earned her Ph.D. in Cellular and Molecular Medicine in 2002. Our Board believes that Dr. Binder is qualified to serve as a director based upon her extensive experience in the biotechnology industry. R. Kent McGaughy, Jr., age 54 R. Kent McGaughy, Jr. has served as a member of our Board since June 2020. He has served as a Partner of CPMG, Inc. since 2005. Mr. McGaughy also served on the board of directors of Apollo Endosurgery from January 2012 to April 2023 and Reata Pharmaceuticals Inc. from December 2004 to September 2023. He earned a B.A. from the University of Texas and an M.B.A. from Harvard Business School. Our Board believes that Mr. McGaughy is qualified to serve as a director based upon his extensive leadership as an investor in the medical technologies industry and his financial expertise.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS

    INFORMATION REGARDING THE BOARD OF DIRECTORS

  6. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by and paid to our named executive officers with respect to the fiscal years ended December 31, 2025 and December 31, 2024:

  7. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Bronson Crouch(3) | 2025 | 740,520 | — | 1,079,521 | 421,171 | 15,200(4) | 2,256,412 | | Chief Executive Officer and Chairman | 2024 | 712,039 | 462,825(5) | 3,671,838 | 462,825 | 14,331(6) | 5,323,858 | | Sandeep Laumas | 2025 | 528,943 | — | 460,431 | 231,413 | 15,200(4) | 1,235,987 | | Chief Financial Officer and Chief Business Officer | 2024 | 508,599 | 254,300(5) | 3,061,029 | 254,300 | 1,200(7) | 4,079,428 |

  8. Summary Compensation Table

    __________________________ (1)This column reflects the aggregate grant date fair value of option awards granted during the year measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718, the basis for computing stock-based compensation in our financial statements. This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. The assumptions we used in valuing options are described in note 10 “Stock-Based Compensation” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (2)See “—Narrative to Summary Compensation Table—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was awarded. (3) Mr. Crouch is also a member of our Board, but did not receive any additional compensation in his capacity as a director. (4) Includes $14,000 in employer contributions to a 401(k) plan and a $1,200 phone allowance. See “—Retirement Benefits and Other Compensation.” (5) Represents discretionary retention bonus payments, which were subject to repayment to the Company in full within 30 days of termination in the event the named executive officer resigned without good reason or was terminated for cause at any time on or prior to February 12, 2025. See “—Narrative to Summary Compensation Table—Retention Bonuses” below for a description of the material terms of the retention bonus agreements pursuant to which this compensation was awarded. (6) Includes $13,131 in employer contributions to a 401(k) plan and a $1,200 phone allowance. See “—Retirement Benefits and Other Compensation.” (7) Consists of a $1,200 phone allowance.

  9. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information about outstanding equity awards granted to our named executive officers that were outstanding as of December 31, 2025.

  10. Outstanding Equity Awards as of December 31, 2025

    | | Option Awards(1) | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($)(2) | Option Expiration Date | | Bronson Crouch | 8/29/2019 | 43,108 | — | 6.80 | 8/28/2029 | | | 8/6/2020 | 146,101 | — | 23.00 | 8/5/2030 | | | 2/10/2021 | 59,999 | — | 118.80 | 2/9/2031 | | | 2/10/2021 | 60,000 | — | 118.80 | 2/9/2031 | | | 5/11/2021 | 37,500 | — | 325.00 | 5/10/2031 | | | 3/4/2022(3) | 35,154 | 2,346 | 172.40 | 3/3/2032 | | | 1/8/2023(3) | 36,453 | 13,546 | 12.68 | 1/7/2033 | | | 2/10/2024(3) | 55,000 | 65,000 | 11.60 | 2/9/2034 | | | 9/18/2024(3) | 15,625 | 34,375 | 66.10 | 9/17/2034 | | | 4/25/2025(3) | — | 105,157 | 12.78 | 4/24/2035 | | Sandeep Laumas, M.D. | 8/29/2019 | 39,500 | — | 6.80 | 8/28/2029 | | | 8/29/2019 | 36,000 | — | 6.80 | 8/28/2029 | | | 8/6/2020 | 31,589 | — | 23.00 | 8/5/2030 | | | 2/10/2021 | 6,000 | — | 118.00 | 2/9/2031 | | | 2/10/2021 | 11,999 | — | 118.00 | 2/9/2031 | | | 5/11/2021 | 10,000 | — | 325.00 | 5/10/2031 | | | 3/4/2022(3) | 10,968 | 732 | 172.40 | 3/3/2032 | | | 1/8/2023(3) | 2,123 | 5,626 | 12.68 | 1/7/2033 | | | 2/10/2024(3) | 19,666 | 43,334 | 11.60 | 2/9/2034 | | | 9/18/2024(3) | 14,062 | 30,938 | 66.10 | 9/17/2034 | | | 4/25/2025(3) | — | 44,851 | 12.78 | 4/24/2035 |

  11. Outstanding Equity Awards as of December 31, 2025

    ______________________ (1)All of the awards in this table granted prior to March 22, 2021 were granted under the 2018 Plan, and all awards in this table granted subsequent to March 22, 2021 were granted under the 2021 Equity Incentive Plan. (2)All of the option awards listed in the table granted prior to March 22, 2021 were granted with a per share exercise price equal to or above the estimated fair value of our common stock on the date of grant, as determined in good faith by our Board. All of the option awards listed in the table granted after March 22, 2021 were granted with a per share exercise price equal to the closing price of one share of our common stock on the date of grant. (3)25% of the shares subject to this award vest on the first anniversary of the grant date, with the remaining shares vesting in substantially equal monthly installments over the three years thereafter, in each case subject to the named executive officer’s continued service through the applicable vesting date.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  13. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of our non-employee directors:

  14. Non-Employee Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Option Awards ($)(2)(3) | Total ($) | | Gwendolyn Binder, Ph.D. | 62,500 | 136,671 | 199,171 | | Neil Gibson, Ph.D. | 94,375 | 136,671 | 231,046 | | George Matcham, Ph.D. | 74,372 | 136,671 | 211,043 | | R. Kent McGaughy, Jr. | 75,000 | 136,671 | 211,671 |

  15. Non-Employee Director Compensation

    ______________________ (1)Bronson Crouch, our Chief Executive Officer, is also a member of our Board, but he does not receive any additional compensation for his service as a director. Mr. Crouch’s compensation for the fiscal year ended December 31, 2025 is reflected in the Summary Compensation Table above. (2)The amounts reported do not reflect the amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted to our non-employee directors during the fiscal year ended December 31, 2025, as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in note 10 “Stock-Based Compensation” to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our non-employee directors who have received options will only realize compensation with regard to these options to the extent the trading price of our common stock is greater than the exercise price of such options. (3)As of December 31, 2025, Dr. Binder held options to purchase 13,600 shares of our common stock, each of Dr. Gibson, Dr. Matcham, and Mr. McGaughy held options to purchase 13,000 shares of our common stock. None of our non-employee directors held any stock awards as of December 31, 2025.

  16. Narrative to the Non-Employee Director Compensation Table

    Narrative to the Non-Employee Director Compensation Table Our Board has adopted a non-employee director compensation policy, which became effective in March 2021 and has been subsequently amended from time to time, including most recently in March 2025. Pursuant to the non-employee director compensation policy, each eligible director is eligible to receive an annual cash retainer of $40,000 for serving on our Board, and the lead independent director of our Board is eligible to receive an additional annual cash retainer of $20,000 for his or her service. The chairperson of the audit committee of our Board is eligible to receive an additional annual cash retainer of $20,000, the chairperson of the compensation committee of our Board is eligible to receive an additional annual cash retainer of $12,000, and the chairperson of the nominating and corporate governance committee of our Board is eligible to receive an additional annual cash retainer of $8,000. The members of the audit committee of our Board are eligible to receive an additional annual cash retainer of $7,500, the members of the compensation committee of our Board are eligible to receive an additional annual cash retainer of $6,000, and the members of the nominating and corporate governance committee of our Board are eligible to receive an additional annual cash retainer of $4,000; however, in each case such cash retainer is payable only to members who were not the chairperson of such committee. In addition, each non-employee director who is first elected or appointed to our Board will receive an option to purchase 6,500 shares of our common stock, which will vest in substantially equal monthly installments over a two-year period, provided that such grant will vest in full in the event of such director’s death or disability or upon a change in control (as such terms are defined in our 2021 Equity Incentive Plan), and each such new non-employee director who is first appointed to the Board on a date other than the date of the annual stockholder meeting will also receive a pro-rata portion of the annual grant for continuing directors. On the date of each annual meeting of our stockholders, each eligible director who continues to serve as a director of our company following the meeting will be granted a non-statutory stock option to purchase 6,500 shares of our common stock under our 2021 Equity Incentive Plan, with the shares vesting in full on the date of the next annual stockholder meeting, subject to continued service as of such date, provided that the shares will vest in full in the event of such director’s death or disability or upon a change in control (as such terms are defined in our 2021 Equity Incentive Plan). Non-Employee Director Compensation Limit As provided in our 2021 Equity Incentive Plan, and notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any non-employee director with respect to any period commencing on the date of the Company’s annual meeting of stockholders for a particular year and ending on the day immediately prior to the date of the Company’s annual meeting of stockholders for the next subsequent year will not exceed (1) $750,000 in total value or (2) in the event such non-employee director is first appointed or elected to the Board during such period, $1,000,000 in total value.