Jean-Pierre Garnier
About Jean-Pierre Garnier
Jean‑Pierre Garnier, Ph.D. (age 77), is Chair of the Board at BioAge Labs, Inc. and an independent director (non‑employee). He joined the Board on August 20, 2024, and serves on the Compensation and Nominating & Governance Committees. He holds an M.S. in pharmaceutical science and a Ph.D. in pharmacology from Louis Pasteur University of Strasbourg and an MBA from Stanford University as a Fulbright Scholar; he is the former CEO of GlaxoSmithKline plc and SmithKline Beecham plc .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline plc | Chief Executive Officer & Executive Board Member | 2000–2008 | Led large‑cap pharma; global operations and R&D oversight |
| SmithKline Beecham plc | Chief Executive Officer | 2000 | CEO through merger integration leading to GSK formation |
| Pierre Fabre | Chief Executive Officer | 2008–2010 | Led privately held pharma; European operations experience |
| Actelion Ltd. | Chairman | Prior to Idorsia (dates not specified) | Governance leadership at Swiss biotech; predecessor to Idorsia |
| Carmat | Chairman | 2018–2022 | Oversaw medical device governance (artificial heart) |
| Idorsia | Chairman | 2018–2020 | Early‑stage biotech governance on SIX Swiss Exchange |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carrier Global Corporation | Director | Since 2019 | Public company; industrials exposure |
| Cellectis S.A. | Director & Chair | Since 2019 | Public biopharma; gene editing leadership |
| Radius Health, Inc. | Director | 2015–2022 | Public pharma (prior) |
| Renault S.A. | Director | 2008–2016 | Public industrial; global governance exposure |
| United Technologies Corporation | Director | 1997–2019 | Public multi‑industrial (prior) |
| Max Planck Institute | Board Member | 2013–2019 | Scientific institution governance (prior) |
Board Governance
- Role and independence: Chair of the Board; independent under Nasdaq rules; Board separates CEO (Kristen Fortney) and Chair roles to enhance oversight .
- Committees: Member, Compensation Committee; Member, Nominating & Governance Committee .
- Attendance: In 2024, the Board met 7 times; Compensation Committee met 4 times; each director attended at least 75% of aggregate Board and committee meetings during their tenure; the Nominating & Governance Committee did not meet in 2024 .
- Executive sessions: Independent directors meet separately without management on a regular basis .
- Risk oversight: Board and committees oversee enterprise and cybersecurity risk; Audit Committee receives periodic cyber updates .
Fixed Compensation
| Component | Policy Detail | Amount/Status |
|---|---|---|
| Annual Board retainer (cash) | Non‑employee directors: $40,000 annual cash, paid quarterly, prorated for partial quarters | Applicable |
| Board Chair additional retainer (cash) | $40,000 annual cash, paid quarterly, prorated for partial quarters | Applicable |
| Committee fees (cash) | Compensation Chair $12,000; Member $6,000. Nominating & Governance Chair $10,000; Member $5,000. Audit Chair $15,000; Member $7,500 | Member rates applicable |
| 2024 actual cash paid | Fees earned or paid in cash (prorated given 8/20/2024 start) | $31,813 |
Performance Compensation
| Equity Award | Grant Mechanics | Vesting | 2024 Value / Position |
|---|---|---|---|
| Initial director option grant | 30,000 options at appointment | Vests in 3 equal annual installments over 3 years, service‑based | Applicable (joined 8/20/2024) |
| Annual director option grant | 15,000 options each annual meeting for continuing directors | Vests at next annual meeting or 1 year from grant, service‑based | Eligible if serving immediately prior to annual meeting |
| IPO director option award | 15,000 options at IPO at public offering price | Vests earlier of next annual meeting or 1 year from grant; strike price equals IPO price ($18.00) | Program in effect; directors other than Dr. Pande received |
| 2024 equity compensation (fair value) | Aggregate grant‑date fair value under ASC 718 | — | $1,457,992 |
| Options outstanding (12/31/2024) | Total director option count | — | 156,609 |
- No performance‑conditioned director awards disclosed (no PSUs/TSR metrics); director equity is time‑vested options without KPI targets .
Other Directorships & Interlocks
| Relationship Type | Description | Governance Consideration |
|---|---|---|
| Cross‑industry boards | Carrier Global (industrials); Cellectis (biopharma) | Potential network benefits; limited direct competitive overlap with BioAge’s aging‑focused biopharma platform |
| Investor affiliations | No disclosed affiliation with BioAge’s >5% holders (Andreessen Horowitz, Cormorant, Sofinnova, Khosla); Garnier’s beneficial ownership is <1% | Low interlock/related‑party exposure per proxy |
Expertise & Qualifications
- Global pharma leadership (CEO at GSK; CEO at SmithKline Beecham) and European pharma/device governance (Pierre Fabre; Carmat) .
- Scientific and operational credentials aligned to biotech, with advanced degrees in pharmacology and pharmaceutical sciences, plus MBA .
- Public company governance across multiple sectors (pharma, biotech, industrials) with long multi‑decade board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Jean‑Pierre Garnier, Ph.D. | 156,609 | <1% | Shares issuable pursuant to options exercisable within 60 days (director options) |
- Anti‑hedging: Company prohibits hedging transactions (collars, swaps, prepaid forwards); applies to directors .
- No disclosure of director stock ownership guidelines or pledging by directors in the proxy .
Governance Assessment
- Independence and structure: Garnier is independent and serves as non‑executive Chair, with the CEO/Chair roles separated—positive for oversight and board accountability .
- Committee assignments and engagement: Active on Compensation and Nominating & Governance Committees; Board and Compensation Committees met in 2024; each director met at least 75% attendance—acceptable engagement, though Nom/Gov did not meet in 2024 (monitor cadence) .
- Pay mix and alignment: 2024 director compensation is heavily equity‑weighted (cash $31,813 vs option fair value $1,457,992; ~98% equity), supporting alignment, with time‑based vesting and no short‑term KPIs that could bias decisions .
- Controls and clawback: SEC‑compliant clawback policy adopted (Rule 10D‑1) for Section 16 officers; strong insider trading anti‑hedging policy; director compensation consultants (Alpine) evaluated as independent and conflict‑free .
- Conflicts/related parties: Proxy discloses multiple related‑party financings among institutional holders and certain directors, but no related‑party transactions involving Garnier; beneficial ownership is <1% with option‑based holdings .
- RED FLAGS: None disclosed for Garnier (no Section 16 delinquency, no pledging/hedging, no option repricing). Note that Nominating & Governance Committee did not meet in 2024; as Board Chair and committee member, ensuring regular governance cadence in 2025+ is advisable .
Overall signal: Independent, deeply experienced pharma operator with broad board leadership; equity‑heavy director pay and separated Chair/CEO structure support investor confidence; monitor Nom/Gov committee activity cadence and any future interlocks with Cellectis or other external biopharma boards for potential conflicts .