Jonathon Gay
CleneAbout Jonathon Gay
Jonathon T. Gay (age 48) is an independent Class I director of Clene Inc., serving since December 2020; he is a Managing Partner at Kensington-SV Global Innovations LP (KSV) and holds an MBA from Duke University’s Fuqua School of Business . He is designated an Audit Committee Financial Expert and serves on the Audit Committee and the Nominating and Corporate Governance Committee, reinforcing governance and financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kensington-SV Global Innovations LP (KSV) | Managing Partner, co-founder | 2018–present | Growth-stage investing in healthcare/biotech; portfolio oversight |
| Kensington Capital Ventures (KCV) | Managing Partner, co-led investment strategy | ~5 years pre-2018 | Led transactions and portfolio monitoring |
| Kensington Capital Holdings (KCH) | Principal | Prior to KCV | Private equity and VC fund/direct investments |
| HGGC (Palo Alto) | Vice President | Prior to KCH | Fundraising, sourcing, analysis, execution |
| Sorenson Capital | Operations Analyst | Early career | Operational analytics supporting PE investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KSV Gold, LLC | Member of management team | Current (as of Mar 25, 2025) | Entity owning 107,742 CLNN shares; Gay disclaims shares without pecuniary interest |
| Kensington CI II, LLC | Member of management team | Current (as of Mar 25, 2025) | Entity owning 5,281 CLNN shares and 10,562 warrants; Gay disclaims shares without pecuniary interest |
| Other public company directorships | None disclosed | — | No public company boards listed in proxy biography |
Board Governance
- Board structure: 9 directors across three staggered classes (classified board); Class I term runs to the 2027 Annual Meeting .
- Committee assignments: Audit Committee (member; financial expert) and Nominating & Corporate Governance Committee (member) .
- Independence: Identified as independent per Nasdaq rules; all Board committees comprised of independent directors .
- Attendance: Board met 9 times in 2024; each director attended or participated in ≥75% of Board and applicable committee meetings; Audit (5), Compensation (2), Nominating (1) meetings in 2024 .
- Chairman: Independent non-employee chair (David J. Matlin), enhancing independent oversight .
Fixed Compensation
| Component | 2024 Amount | Mechanics | Vesting/Terms |
|---|---|---|---|
| Annual director grant | 30,000 options (value depends on grant-date fair value) | Granted at annual meeting | Vests in 12 equal monthly installments; fully vests upon next annual meeting or specified transactions; strike = closing price at grant date . |
| Quarterly Board retainer | Options worth $10,000 per quarter ($40,000/year) | Fully exercisable at grant | Strike = closing price at grant date . |
| Quarterly Audit Committee retainer | Options worth $1,875 per quarter ($7,500/year); chair $3,750/quarter | Fully exercisable at grant | Strike = closing price at grant date . |
| Quarterly Nominating & Gov retainer | Options worth $1,000 per quarter ($4,000/year); chair $2,000/quarter | Fully exercisable at grant | Strike = closing price at grant date . |
| New director grant (if applicable) | 45,000 options | Upon appointment/election | Vests over 36 equal monthly installments; strike = closing price at grant date . |
| Jonathon Gay – 2024 Director Compensation | Amount |
|---|---|
| Option awards (grant-date fair value) | $60,290 |
Performance Compensation
- No performance-based cash or equity metrics disclosed for director compensation; director pay is structured as stock options with time-based vesting and defined triggers (e.g., annual meeting or transaction), not tied to financial/operational KPIs .
| Director Equity Mechanics (Structure) | Detail |
|---|---|
| Option strike price | Closing price of Common Stock on grant date . |
| Annual grant vesting | 12 equal monthly installments; accelerates at next annual meeting or specified transactions . |
| Quarterly retainers | Options fully exercisable when granted; equity-only retainers . |
| New director grant vesting | 36 equal monthly installments . |
Other Directorships & Interlocks
| Relationship | Nature | Terms/Amounts | Governance Consideration |
|---|---|---|---|
| Kensington Clene 2021, LLC (controlled by director Alison Mosca) | Investor in Oct 2024 private placements | Contributed ≈$0.8M; part of $3.8M aggregate; warrants exercisable at $4.82, 5-year term . | Related-party financing; requires committee approval per Related Person Policy . |
| Kensington Clene 2024, LLC (controlled by director Alison Mosca) | Holder of Dec 2024 senior secured convertible notes | $8.0M of $10.0M total; 12% interest; convertible up to 65% principal at $5.668; maturity June 20, 2026; collateralized by substantially all assets . | Significant creditor with conversion rights; potential conflict; overseen by Audit/Nominating under policy . |
| 4Life Research LLC (≥5% holder; related to David Lisonbee) | License & exclusive supply agreements; also note holder | Amended Apr 25, 2024; supply pricing at cost+20%; 3% royalty on incremental sales; license term to Dec 31, 2033; also $1.0M in 2024 SSCP notes . | Ongoing commercial relationship and financing; requires conflict monitoring . |
| Gay affiliations (KSV Gold, LLC; Kensington CI II, LLC) | Entities holding CLNN securities | KSV Gold: 107,742 shares; Kensington CI II: 5,281 shares + 10,562 warrants; Gay disclaims shares without pecuniary interest . | Management roles at holders may raise perceived interlocks; disclosure mitigates . |
Expertise & Qualifications
- Investment and healthcare/biotech expertise: venture, growth equity, late-stage investments; portfolio oversight and deal execution .
- Financial oversight: Audit Committee Financial Expert designation underscores accounting/financial literacy .
- Education: MBA from Duke University’s Fuqua School of Business .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 165,999 shares (1.9% of outstanding) . |
| Options exercisable within 60 days | 38,977 shares . |
| Common shares via KSV Gold, LLC | 107,742 shares (Gay is a member of management; disclaims shares without pecuniary interest) . |
| Common shares via Kensington CI II, LLC | 5,281 shares (Gay is a member of management; disclaims shares without pecuniary interest) . |
| Warrants via Kensington CI II, LLC | 10,562 warrants exercisable within 60 days (disclaimed if no pecuniary interest) . |
| Unvested rights to restricted stock (Merger Agreement milestones) | 1,160 rights outstanding as of Dec 31, 2024 . |
| Hedging policy | Company strongly discourages hedging transactions by directors/executives . |
Governance Assessment
- Strengths: Independent director with Audit Committee Financial Expert designation and active service on Audit and Nominating committees; Board and committees met regularly in 2024 with ≥75% attendance, supporting engagement and oversight .
- Alignment: Director compensation is equity-heavy (options for annual and quarterly retainers), which can align incentives with shareholders; Gay’s beneficial ownership and option holdings provide skin-in-the-game .
- RED FLAGS: Significant related-party financings involving Kensington-affiliated entities controlled by another director (Alison Mosca), including $8.0M of senior secured convertible notes and ≈$0.8M private placement participation; Gay’s management roles at KSV-affiliated holding vehicles owning CLNN stock may present perceived interlocks, necessitating robust recusal and committee-level review .
- Dilution/overhang risk: Equity program overhang was ≈23.0% as of the record date and would rise to ≈28.1% if the 2025 plan amendment is approved; three-year average equity burn rate was 10.19%, which investors may scrutinize for dilution risk in a small-cap biotech context .
- Mitigations: Clene has a formal Related Person Policy requiring Nominating and Audit Committee approval of related-party transactions; committees are fully independent, and hedging is discouraged by policy, bolstering governance controls around conflicts .