Justin Gover
About Justin Gover
Independent director and Compensation Committee Chair at Design Therapeutics (DSGN) since September 9, 2025; appointed as a Class III director with a term ending at the 2027 annual meeting. Gover brings 25+ years of biotech leadership as founding CEO of GW Pharmaceuticals plc, guiding it from inception through its $7B acquisition by Jazz Pharmaceuticals in 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GW Pharmaceuticals plc | Founding Chief Executive Officer | From inception through 2021 | Led strategy and growth culminating in $7B sale to Jazz Pharmaceuticals in 2021 |
External Roles
- Not disclosed in DSGN filings reviewed related to Mr. Gover’s appointment .
Board Governance
| Attribute | Details |
|---|---|
| Board class and term | Class III director; term ends at the 2027 annual meeting |
| Committee assignments | Chair, Compensation Committee |
| Indemnification | Standard director indemnification agreement executed |
| Director status | Compensation set under DSGN’s non-employee director compensation policy |
| Hedging/Pledging policy | Company prohibits directors from pledging or hedging company stock; bans margin accounts and short sales |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | |
| Compensation Committee Chair cash retainer | $12,000 | |
| Total annual cash retainer | $52,000 |
Performance Compensation (Director Equity)
| Grant | Shares | Vesting Schedule | Change-in-Control Treatment | Source |
|---|---|---|---|---|
| Initial stock option (upon appointment) | 30,000 | Vests monthly over 36 months | Non-employee director options vest in full upon change-in-control per policy | |
| Prorated annual stock option (2025) | 15,833 | Vests monthly over 12 months | Non-employee director options vest in full upon change-in-control per policy |
Director options are granted under the 2021 Equity Incentive Plan; standard option term is 10 years per policy . Equity awards are time-based; no performance-vesting metrics were disclosed for director grants .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Not disclosed | — | — | DSGN appointment materials do not list other current public company boards for Mr. Gover |
Expertise & Qualifications
- Founding CEO experience with a two-decade build of GW Pharmaceuticals from inception through major strategic exit ($7B sale), indicating depth in capital markets, R&D strategy, and shareholder value creation .
- Appointed Chair of DSGN’s Compensation Committee immediately upon joining, signaling confidence in compensation governance expertise .
Equity Ownership
- Beneficial ownership for Mr. Gover was not included in DSGN’s March 31, 2025 beneficial ownership table (pre-appointment); appointment occurred on September 9, 2025 .
- Alignment policies: DSGN prohibits hedging and pledging of company stock by directors, supporting long-term ownership alignment .
Governance Assessment
-
Strengths
- Deep operating track record and successful M&A outcome as founding CEO, a positive signal for strategic oversight and investor confidence .
- Immediate appointment as Compensation Committee Chair enhances board effectiveness on pay structure and human capital oversight .
- Director equity awards are time-based and standard under the non-employee director policy, with clear vesting terms and change-in-control treatment; cash retainers are within typical ranges .
-
Potential Risks / RED FLAGS to monitor
- Company-level governance items: presence of an excise tax gross-up provision for the CEO (shareholder-unfriendly); Mr. Gover’s role as Compensation Committee Chair makes future policy review salient .
- Related-party transactions at DSGN include consulting arrangements with entities affiliated with the CEO and a lease with an entity controlled by the CEO; audit committee oversight is in place, but Compensation Committee leadership should ensure robust conflict management across compensation-linked matters .
- Independence status for Mr. Gover under Nasdaq rules was not explicitly stated in the appointment 8-K; he is treated under the non-employee director policy, but formal independence determination would typically be disclosed in the next proxy .
-
Engagement & Attendance
- 2024 board and committee meeting attendance met thresholds for then-serving directors (≥75%), but Mr. Gover joined in September 2025; his attendance will be reportable in the next proxy cycle .
Overall: Mr. Gover’s appointment and Compensation Committee chair role indicate strong compensation governance capability and strategic experience. Ongoing monitoring should focus on remediation of company-level red flags (excise tax gross-up; related-party transactions) and forthcoming independence and attendance disclosures .