Garry Menzel
About Garry E. Menzel
Independent director since March 2017; age 60 as of March 31, 2025. Scientific background (Ph.D. in immunology) and significant finance/operating experience across biotech and healthcare services; designated audit committee financial expert and chairs BDTX’s audit committee. Current external roles include Operating Partner at GHO Capital Partners LLP (since March 2024) and President of RoslinCT (since September 2024). Core credentials: BS Imperial College, Ph.D. University of Cambridge, MBA Stanford GSB.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCR2 Therapeutics Inc. | President, CEO, and Director | Oct 2016 – Jun 2023 | Led public immunotherapy company through combination with Adaptimmune; capital markets and clinical development oversight. |
| Axcella Health Inc. | Chief Strategy Officer | Jul 2015 – Sep 2016 | Corporate strategy and BD leadership for publicly traded biotech. |
| DaVita Inc. | Chief Financial Officer | 2013 – May 2015 | Oversight of finance for healthcare services company. |
| Regulus Therapeutics Inc. | Chief Operating Officer | 2008 – 2013 | Operations for public biopharma. |
| Goldman Sachs & Co. LLC | Biotech practice leadership | 1994 – 2004 | Global leadership roles in biotechnology investment banking. |
| Credit Suisse Group AG | Biotech practice leadership | 2004 – 2008 | Global leadership roles in biotechnology investment banking. |
| Bain & Company | Consultant | Prior to banking roles | Strategy consulting exposure. |
| SmithKline Beecham (GSK) | Research assistant | Early career | Scientific research foundation. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GHO Capital Partners LLP | Operating Partner | Since Mar 2024 | European healthcare private equity; governance and value creation role. |
| RoslinCT | President | Since Sep 2024 | Biotechnology research/manufacturing; senior operating leadership. |
| Stoke Therapeutics, Inc. | Director | Since Aug 2020 | Public biotech board member. |
| Adaptimmune Therapeutics plc | Director | Since Jun 2023 | Public biotech board member. |
Board Governance
- Committee assignments: Audit Committee Chair and member; Compensation Committee member; not on Nominating & Corporate Governance Committee.
- Audit committee financial expert designation (SEC definition).
- Independence: Board determined all directors other than CEO are independent; includes Menzel.
- Attendance: Board met six times in FY2024; each incumbent director attended ≥75% of aggregate board and committee meetings served.
- Committee engagement: Audit Committee met three times; Compensation Committee met four times; Nominating & Corporate Governance met three times in FY2024.
- Audit Committee Report signed by Garry E. Menzel (Chair), reflecting active oversight.
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 55,000 | Program retainer schedule in effect; fees align with board + committee roles. |
| 2024 | 60,000 | Component alignment to program: Board $40k + Audit Chair $15k + Compensation Member $5k. |
- Non-employee director program (amended Mar 2024): Board annual retainer $40,000; Audit Chair $15,000; Compensation Committee member $5,000; Lead Independent Director $25,000 (not applicable to Menzel); directors may elect cash in unrestricted shares; reasonable expense reimbursement.
Performance Compensation
| Year | Option Awards Fair Value ($) | Annual Grant Structure | Vesting |
|---|---|---|---|
| 2023 | 20,348 | Continuing director annual grant 30,550 options. | Vests fully at earlier of first anniversary or next annual meeting. |
| 2024 | 102,347 | Continuing director annual grant 30,550 options. | Vests fully at earlier of first anniversary or next annual meeting. |
- No RSUs/PSUs or performance metrics tied to director equity; time-based vesting only for director options; annual caps $750k (normal year) and $1,000k (first year).
Other Directorships & Interlocks
| Outside Company | Role | Potential Interlock/Overlap |
|---|---|---|
| Adaptimmune Therapeutics plc | Director | Broader oncology ecosystem overlap with BDTX’s board networks (e.g., Behbahani, Kulkarni hold multiple external biotech roles). |
| Stoke Therapeutics, Inc. | Director | Adds translational genetics perspective; information flow benefits, time commitment risk. |
- Board network context: BDTX directors hold multiple external biotech directorships (e.g., Kulkarni: CRISPR CEO/Chair; Behbahani: multiple public biotech boards), enhancing industry insight but raising scheduling/commitment considerations.
Expertise & Qualifications
- Scientific expertise: Ph.D. (Cambridge) in regulation of oncogenes in immune cells; BS in Biochemistry (Imperial).
- Financial/operational expertise: Former CFO (DaVita), COO (Regulus), strategy (Axcella), and investment banking leadership at Goldman Sachs and Credit Suisse.
- Governance credentials: Audit financial expert; chaired audit committee; signed audit committee report.
- MBA (Stanford GSB) adds corporate finance and governance rigor.
Equity Ownership
| Holder | Shares | % of Outstanding | Composition |
|---|---|---|---|
| Garry E. Menzel | 207,476 | <1% | 24,819 held directly; 51,825 held by the Garry E. Menzel and Mary E. Henshall Family Trust; 130,832 option shares exercisable within 60 days (ownership counted for him as trustee). |
- Shares pledged: Insider trading policy prohibits hedging/derivatives and pledging; no pledged shares disclosed for Menzel.
- Outstanding director options (as of 12/31/2024): Menzel 130,832 options.
Governance Assessment
- Strengths: Independent director; audit committee chair and SEC-defined financial expert; strong attendance and committee engagement; signed audit report; compensation aligned to standard board schedules; no related-party transactions involving Menzel disclosed.
- Alignment: Holds equity via options and common shares; director compensation includes annual equity grants; hedging/pledging prohibited by policy; company maintains Rule 10b5-1 plan and compensation recovery (clawback) policy.
- Risks/Red Flags: None disclosed for Menzel (no legal proceedings; no Section 16 delinquency flagged); primary consideration is time commitments across multiple external leadership roles (GHO, RoslinCT, Stoke, Adaptimmune) which could affect availability in periods of heightened BDTX oversight needs.
- Compensation structure analysis: Year-over-year increase in option grant fair value (2023→2024) consistent with updated director program and continuing annual grants; cash fees consistent with chair/member roles; no performance-based director pay, minimizing pay-for-performance misalignment risk at board level.
Additional Compliance & Policies
- Insider trading/hedging policy: Prohibits short sales, derivatives, and hedging; addresses pledging/margin risk.
- Rule 10b5-1 trading plan policy adopted for orderly transactions by insiders.
- Clawback: SEC/Nasdaq-compliant compensation recovery policy adopted; applies to incentive-based compensation tied to financial metrics for executives.
- Section 16 compliance: Company believes all filings complied in 2024 except two late filings by other directors; no issues flagged for Menzel.
Meeting & Attendance Context
- Board leadership: CEO also serves as Chair; Lead Independent Director is Samarth Kulkarni (provides independent liaison function).
- Annual meeting attendance: Seven directors present at June 6, 2024 annual meeting (virtual).