Matthew Kiernan
CleneAbout Matthew Kiernan
Matthew Kiernan AM, Ph.D., DSc is an independent Class II director of Clene Inc., appointed in September 2023 and nominated for re‑election in 2025. He is CEO and Institute Director of Neuroscience Research Australia, Scientia Professor of Neuroscience at UNSW, and a Staff Specialist Neurologist in the South Eastern Sydney Local Health District (all since 2023); he is 58 years old. His clinical and research credentials span ALS, frontotemporal dementia, neurotoxicity, and inherited neuropathies, with recognition including the American Academy of Neurology’s Sheila Essey Award (2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Sydney | Bushell Chair of Neurology | 2013–2023 | Led clinical neurology research programs |
| University of Sydney Brain and Mind Centre | Co‑Director | 2015–2023 | Co-led center strategy and clinical trial conduct |
| Journal of Neurology, Neurosurgery & Psychiatry (BMJ) | Editor‑in‑Chief | 2010–2022 | Editorial leadership; now Editor Emeritus |
| Australian & New Zealand Association of Neurologists | President (past) | Not disclosed | Professional society leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Neuroscience Research Australia | CEO & Institute Director | Since 2023 | Executive leadership of neuroscience institute |
| UNSW (University of New South Wales) | Scientia Professor of Neuroscience | Since 2023 | Academic leadership |
| South Eastern Sydney Local Health District | Staff Specialist Neurologist | Since 2023 | Clinical practice |
| Journal of Neurology, Neurosurgery & Psychiatry (BMJ) | Editor Emeritus | Current | Former Editor‑in‑Chief |
| Motor Neurone Disease Research Australia | Board Member | Current | Governance in disease research |
| Brain Foundation (Australia) | President | Current | Largest priming institution for neuroscience funding |
| World Federation of Neurology | Chair, Research Committee for Neurodegenerative Disease (elected 2019) | Current | Scientific Chair for World Congress of Neurology |
Board Governance
- Independence: The Board classifies Kiernan as independent under Nasdaq standards; the Board majority and all committees are independent .
- Committee assignments: Kiernan has no Audit, Compensation, or Nominating/Corporate Governance committee memberships or chair roles .
- Attendance: In 2024 the Board met nine times; all directors serving during 2024 attended at least 75% of Board and relevant committee meetings. The Board met six times in 2023; all serving directors attended at least 75% as well .
- Board leadership: Independent non‑employee Chairman (David J. Matlin) .
| Committee | Member? | Chair? |
|---|---|---|
| Audit | — | — |
| Compensation | — | — |
| Nominating & Corporate Governance | — | — |
| Year | Board Meetings | Attendance Threshold Met |
|---|---|---|
| 2024 | 9 | ≥75% (all directors serving) |
| 2023 | 6 | ≥75% (all directors serving) |
Fixed Compensation
- Clene’s director compensation policy delivers retainers via stock options, not cash. Quarterly retainers are granted as fully exercisable options, and annual Board service grants are time‑vested options; cash meeting fees are not disclosed in the policy .
| Component | Structure | Amount/Mechanics |
|---|---|---|
| Annual Board grant | Stock options for 30,000 shares; vests in 12 equal monthly installments; exercise price = closing price on grant date | Policy (stock options; no cash) |
| Quarterly Board retainer | Stock options valued at $10,000 per quarter; options fully exercisable when granted | Policy (stock options; no cash) |
| Committee retainers | Audit: $1,875/qtr ($7,500/yr); Comp: $1,500/qtr ($6,000/yr); Nominating: $1,000/qtr ($4,000/yr). Chair premiums apply; all in options fully exercisable | Policy |
Performance Compensation
- No performance‑based metrics are disclosed for director pay; option grants are time‑based (annual grant) or immediately exercisable (quarterly retainers). Strike prices are set at market close on grant date; options typically have 10‑year terms per plan .
| Metric Type | Applied to Director Compensation | Details |
|---|---|---|
| Financial/TSR gates | Not used | No performance metrics for directors |
| Time‑based vesting | Yes | Annual grant vests monthly over 12 months |
| Immediate vesting | Yes | Quarterly retainer options fully exercisable at grant |
Director compensation actually earned (reported):
| Year | Option Awards ($) | Total ($) |
|---|---|---|
| 2024 | $48,832 | $48,832 |
| 2023 | $29,588 | $29,588 |
Outstanding options snapshot:
| As of | Outstanding Options (Count) |
|---|---|
| Dec 31, 2024 | 13,758 |
| Dec 31, 2023 | 73,730 |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Kiernan (2023 Board diversity matrix shows 0) .
- Related‑party transactions: No transactions disclosed involving Kiernan; 2024–2025 related‑party sections detail arrangements with other directors (e.g., Mosca, Matlin) and 4Life, not Kiernan .
- Consultant/conflict safeguards: Clene has a Related Person Policy (Audit and Nominating committees review transactions ≥$120,000) and a hedging‑discouragement policy for directors and executives .
Expertise & Qualifications
- Clinical neurology leader with extensive trial conduct in ALS and FTD; broad multi‑disciplinary team leadership across clinicians, biomedical engineers, and scientists .
- Editorial and professional society leadership (JNNP Editor‑in‑Chief/Emeritus; WFN roles; Brain Foundation; ANZ Association of Neurologists) .
- Recognitions include the American Academy of Neurology’s Sheila Essey Award (2022) .
Equity Ownership
| Date (Record) | Beneficial Ownership (Shares) | % of Outstanding | Options Exercisable within 60 days | Notes |
|---|---|---|---|---|
| Mar 25, 2025 | 15,946 | <1% | 15,519 | Includes options; footnote confirms exercisable within 60 days |
| Apr 1, 2024 | 78,001 | <1% | 69,461 | Includes options; footnote confirms exercisable within 60 days |
- Pledging/hedging: Hedging transactions are strongly discouraged; pledging status is not disclosed .
- Ownership guidelines: Director equity ownership guidelines are not disclosed in the proxy materials.
Governance Assessment
- Strengths: Independent director with deep neuroscience and clinical trial expertise; attendance threshold met; no related‑party transactions; independent compensation consultant (FW Cook) supporting Compensation Committee .
- Alignment: Director compensation is equity‑based (options), providing some linkage to shareholder value, though without performance gates; Kiernan’s economic stake is small (<1% ownership) which modestly limits direct financial alignment .
- Board effectiveness: No committee assignments may limit direct influence on audit/compensation/nominating matters; however, expertise may inform scientific and clinical oversight at the Board level .
- Potential risks and red flags:
- Corporate opportunity renunciation provision for non‑employee directors in Clene’s charter could permit parallel business activities without duty to present opportunities to Clene, raising potential conflict risk in abstract, including for Kiernan as a non‑employee director .
- Board financing concentration: Significant financings and conversions involving other directors (e.g., Mosca through Kensington entities; Matlin participation) may concentrate influence among certain insiders, though not implicating Kiernan directly .
- No disclosed performance metrics for director compensation; options are time‑based and/or immediately exercisable, which can reward tenure rather than outcomes .
Note: An attempt to retrieve recent Form 4 insider transactions for “Matthew Kiernan” via the insider-trades skill failed due to an authentication error; equity ownership above reflects the latest proxy disclosures [ReadFile insider-trades SKILL.md] and .