Vallerie McLaughlin
CleneAbout Vallerie V. McLaughlin
Independent Class I director at Clene Inc. since August 2021; age 61. She is the Kim A. Eagle M.D. Endowed Professor of Cardiovascular Medicine (since 2014) and Director of the Pulmonary Hypertension Program (since 2003) at the University of Michigan, with extensive clinical trial leadership and editorial experience in cardiovascular and pulmonary hypertension fields . She is designated independent under Nasdaq standards and serves on the Nominating & Corporate Governance Committee; her current Class I term runs through the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulmonary Hypertension Association | Past Chair, Scientific Leadership Committee; Past Chair, Board of Trustees | Not disclosed (past) | National leadership in PH patient advocacy and research coordination |
| Journal of the American College of Cardiology | Guest Editor | Not disclosed (past) | Editorial oversight in cardiology scholarship |
| Chest (journal) | Editorial Board Member | Not disclosed (past) | Peer-review leadership in pulmonology |
| Advances in Pulmonary Hypertension | Editor-in-Chief (past) | Not disclosed (past) | Set editorial direction in PH specialty journal |
| ACCF/AHA Clinical Expert Consensus Document Committee (Pulmonary Arterial Hypertension) | Chair (past) | Not disclosed (past) | Co-authored standards/guidance in PAH care |
| Cardiovascular Medical Research and Education Fund | Steering Committee Chair (past) | Not disclosed (past) | Directed funding priorities in cardiovascular research |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| University of Michigan | Kim A. Eagle M.D. Endowed Professor of Cardiovascular Medicine | 2014–present |
| University of Michigan | Director, Pulmonary Hypertension Program | 2003–present |
| Professional Societies | Fellow of ACC, ACCP, AHA | Not disclosed |
Board Governance
| Dimension | Detail |
|---|---|
| Board structure | Classified board (3 classes). McLaughlin is Class I; term through 2027 annual meeting . |
| Independence | Independent director (Nasdaq) . |
| Committees | Nominating & Corporate Governance Committee – Member; committee met 1 time in 2024 . |
| Attendance | Board met 9 times in 2024; each director attended ≥75% of Board and assigned committee meetings; 8 directors attended 2024 annual meeting . |
| Chair/lead role | Independent Chairman: David J. Matlin (not McLaughlin) . |
| Hedging/pledging policy | Company “strongly discourages” hedging by directors/executives; pledging not specifically disclosed . |
Fixed Compensation
| Item | Amount / Detail | Source |
|---|---|---|
| 2024 Director compensation (McLaughlin) | Option Awards: $52,815; Total: $52,815 | |
| Annual Board service grant (non-employee, >6 months tenure) | Stock option for 30,000 shares at annual meeting; vests in 12 equal monthly installments; fully vests at earlier of next annual meeting or specified transactions; exercise price = closing price on grant date | |
| Quarterly Board retainer | Options valued at $10,000 per quarter ($40,000 annually); non-exec chair $17,500/quarter ($70,000 annually), inclusive | |
| Quarterly Audit Committee | Member: $1,875 ($7,500 annually); Chair: $3,750 ($15,000 annually), inclusive | |
| Quarterly Compensation Committee | Member: $1,500 ($6,000 annually); Chair: $3,000 ($12,000 annually), inclusive | |
| Quarterly Nominating & Corporate Governance Committee | Member: $1,000 ($4,000 annually); Chair: $2,000 ($8,000 annually), inclusive | |
| Vesting on quarterly option retainers | Fully exercisable when granted; exercise price = closing price on grant date | |
| New director grant | 45,000 options; vests over 36 equal monthly installments; exercise price = closing price on grant date |
Performance Compensation
| Metric | Definition | Threshold | Target | Outcome | Payout Impact |
|---|---|---|---|---|---|
| None disclosed for directors | Director equity awards are time-based options; no performance metrics disclosed | N/A | N/A | N/A | N/A |
The company’s director compensation program provides equity via options (annual grant and quarterly retainers); no cash retainers or performance-conditioned director awards are disclosed .
Other Directorships & Interlocks
| Company | Ticker | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for McLaughlin in the proxy biography/board table . |
Expertise & Qualifications
- Medical credentials in cardiovascular medicine and pulmonary hypertension; principal investigator for multiple PH clinical trials with numerous publications .
- Education: MD, Northwestern University Feinberg School of Medicine; Internal Medicine residency (University of Michigan); Cardiology fellowship (Northwestern University) .
Equity Ownership
| Category | Amount | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 24,913 | March 25, 2025 | Less than 1% of outstanding shares; includes options exercisable within 60 days . |
| Ownership % of class | * (less than 1%) | March 25, 2025 | Company notes “*” <1% . |
| Options exercisable within 60 days | 24,913 | March 25, 2025 | Included in beneficial ownership footnote (12) . |
| Outstanding stock options (total) | 21,863 | December 31, 2024 | Outstanding options held as of year-end . |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure found; company discourages hedging transactions . |
| Ownership guidelines | Not disclosed | — | No director stock ownership guideline disclosed in proxy . |
Governance Assessment
- Strengths: Independent physician-scientist with deep clinical trial expertise; serves on Nominating & Corporate Governance Committee; compliant attendance (≥75%) in 2024; equity-heavy director pay aligns with shareholder outcomes via option value sensitivity .
- Potential concerns: Director compensation is entirely option-based (no performance conditions), which incentivizes upside but may not directly tie to governance/operational milestones; Nominating & Corporate Governance Committee met only once in 2024, indicating limited formal committee cadence (board still met 9 times) .
- Conflicts/related party exposure: No related-party transactions disclosed involving McLaughlin; major related-party financings in 2024 involved other directors/5% holders (Kensington entities, 4Life) but not McLaughlin .