Reed Wilcox
CleneAbout Reed N. Wilcox
Independent director at Clene Inc. (CLNN) since 2013; age 77. Co‑founder of Clene, former Chief Development Officer (Mar 2013–Sep 2014), and later a strategic innovation and growth consultant to the company (Jan 2015–Sep 2019). Previously President, Trustee, and executive committee member of Southern Virginia University (Sep 2014–Jun 2023; now President Emeritus). Education: B.S. in economics and international relations (BYU), MBA (Harvard Business School, Baker Scholar), J.D. (Harvard Law School); inventor on 20+ U.S. patents with extensive international business experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clene Inc. | Co‑founder; Chief Development Officer | Mar 2013–Sep 2014 | Senior product and strategy development |
| Clene Inc. | Strategic innovation & growth consultant | Jan 2015–Sep 2019 | Growth and strategic advisory |
| Southern Virginia University | President; Trustee; Executive committee member | Sep 2014–Jun 2023 | Institutional leadership; designated President Emeritus thereafter |
| Boston Consulting Group | Vice President & Director | Not disclosed | Strategy consulting leadership |
| General Resonance, LLC | Co‑founder; Chief Development Officer | Not disclosed | Technology/innovation executive |
| Resonance RNW LLC | Founder & Owner | Not disclosed | Entrepreneur/operator |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Virginia University | President Emeritus | Since Jun 2023 | Former President; continuing honorary affiliation |
Board Governance
| Attribute | Detail |
|---|---|
| Board class and term | Class I; term expires at 2027 annual meeting |
| Independence | Independent per Nasdaq listing standards |
| Committee assignments | Audit: —; Compensation: —; Nominating & Corporate Governance: — (no committee roles) |
| Attendance | Met board-attendance threshold: each director who served in 2024 attended ≥75% of board and applicable committee meetings |
| Engagement | Company encourages director annual meeting attendance; 8 directors attended 2024 annual meeting |
| Hedging policy | Company strongly discourages directors and officers from hedging transactions that offset declines in CLNN stock |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director option awards (total reported) | $38,946 | Equity-only; reported as fair value of options granted |
| Q1 2024 quarterly board service option | Not accepted | Wilcox elected not to accept Q1 2024 stock option award |
| Policy – Annual meeting grant | 30,000-share stock option for non-employee directors with ≥6 months service; vests monthly over 12 months; strike = close price on grant date | |
| Policy – Quarterly retainers (paid in options) | Board member: $10,000/quarter; Committee member: Audit $1,875, Comp $1,500, Nominating $1,000; Committee chairs: Audit $3,750, Comp $3,000, Nominating $2,000 (all option value via Black‑Scholes; strikes at grant close) |
Performance Compensation
| Award | Quantity | Vesting / Performance Metric |
|---|---|---|
| Unvested rights to restricted stock awards (Merger Agreement earnouts) | 2,987 shares (rights) | Issuable only upon achievement of Company milestones under the September 1, 2020 merger agreement (specific metrics not disclosed for directors) |
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Wilcox in the proxy .
- Network/interlocks:
- Past affiliation: Co‑founder/CDO of General Resonance, LLC . General Resonance, LLC is a >5% beneficial owner of CLNN (8.3%); current voting control rests with its board of managers per proxy footnote. No disclosure that Wilcox currently beneficially owns General Resonance’s CLNN position .
- Related-party transactions: None disclosed involving Wilcox in 2024–2025; related‑party items primarily involve 4Life Research/La Scala (David Lisonbee), Kensington entities (controlled by director Alison Mosca), and SymBiosis II .
Expertise & Qualifications
- Strategy and operations: Senior roles at BCG; entrepreneurial leadership in technology and materials (General Resonance, Resonance RNW LLC) .
- Academic leadership: President/Trustee, Southern Virginia University; now President Emeritus .
- Technical/innovation: Inventor on 20+ U.S. patents; international business exposure across Europe, Asia, Africa .
- Education: BYU (B.S. economics/international relations), Harvard Business School (MBA, Baker Scholar), Harvard Law School (J.D.) .
Equity Ownership
| Metric | As of Mar 25, 2025 |
|---|---|
| Beneficial ownership (shares) | 42,364 |
| Ownership % of shares outstanding | <1% (“*” in proxy table) |
| Options exercisable within 60 days | 13,608 |
Outstanding Director Equity (position detail)
| Metric | As of Dec 31, 2024 |
|---|---|
| Outstanding stock options (count) | 10,847 |
| Unvested rights to restricted stock awards (Merger Agreement) | 2,987 |
Governance Assessment
- Independence and oversight: Wilcox is classified as independent; however, he holds no Audit, Compensation, or Nominating committee roles—limiting direct involvement in core oversight areas. Attendance met Company threshold (≥75%), consistent with engaged participation .
- Alignment and pay structure: Director pay is equity-only via options, aligning incentives with shareholder value; Wilcox declined Q1 2024 option grant, a conservative signal. 2024 reported director option value was $38,946; no cash retainers disclosed under the current policy .
- Potential conflicts/watchpoints:
- Co‑founder and former CDO, plus later consulting relationship with Clene (2015–2019). While independent per Nasdaq standards, this background can present perceived conflicts regarding objectivity; no related‑party transactions are disclosed involving Wilcox in 2024–2025 .
- Past affiliation with General Resonance, LLC, which is an 8.3% CLNN beneficial owner; current beneficial ownership by Wilcox via that entity is not disclosed in the proxy, but the prior connection warrants monitoring for any related-party considerations .
- Policies supporting investor confidence: Company discourages hedging; majority-independent board; independent committee membership across all committees; codified related‑person transaction review by Nominating & Corporate Governance and Audit Committees .
RED FLAGS
- Prior executive/consulting ties to CLNN (co‑founder; former CDO; consultant 2015–2019) can be perceived as management‑friendly; ongoing independence classification and the absence of current related‑party transactions mitigate, but vigilance is prudent .
- No committee assignments reduce direct involvement in audit and compensation oversight—neutral to negative for board effectiveness on those dimensions .
Positive Signals
- Equity-heavy director pay and Wilcox’s refusal of Q1 2024 option grant suggest alignment and restraint .
- Attendance threshold achieved; board and committee independence robust; anti‑hedging stance strengthens governance posture .