Terry Vance
ENANTA PHARMACEUTICALSAbout Terry Vance
Independent director at Enanta Pharmaceuticals since June 2011; age 68 (as of Dec 16, 2024). Background spans venture capital and investment banking: Chief Business Officer at BioMotiv (2013–2018), co‑founder/managing member of EGS Healthcare (founded 2000, through Jan 2018), founding partner at Eagle Advisors, and vice president in the Capital Markets Division at Goldman Sachs (preceded by Salomon Brothers). Education: AB from Princeton University and MBA from Stanford University. The Board identifies him as independent and an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| BioMotiv, LLC | Chief Business Officer | Jun 2013 – Nov 2018 | Business development for Harrington Project translational assets |
| EGS Healthcare (late‑stage VC fund) | Co‑founder & Managing Member | Founded 2000; through Jan 2018 | Venture investing; governance experience |
| Eagle Advisors | Founding Partner | Not disclosed | Strategic advisory to emerging biotech |
| Salomon Brothers | Investment Banker | Not disclosed | Capital markets experience |
| Goldman Sachs | Vice President, Capital Markets Division | Not disclosed | Financing, capital markets expertise |
External Roles
No current public company directorships disclosed for Terry Vance.
Board Governance
- Independence and leadership: Vance is an independent director; chairs Nominating & Corporate Governance; member of Audit and Compensation. Audit Committee financial expert designation.
- Board activity and attendance: In 2024 the Board met 11 times; independent directors held executive sessions at 4 meetings; each director attended at least 75% of Board and committee meetings. In 2023 the Board met 9 times; similar attendance and executive sessions.
| Committee (FY 2024) | Membership | Chair | Meetings Held |
|---|---|---|---|
| Audit | Foletta, Russell, Vance | Foletta | 5 |
| Compensation | Peterson, Carter, Hata, Vance | Peterson | 8 |
| Nominating & Corporate Governance | Carter, Russell, Foletta, Hata, Vance, Peterson | Vance | 1 |
Fixed Compensation
Policy and actual cash fees (FY 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer | $50,000 | Effective calendar 2024 |
| Audit Committee member | $10,000 | Chair $20,000 |
| Compensation Committee member | $7,500 | Chair $15,000 |
| Nominating & Corporate Governance Chair | $10,000 | Member $5,000 |
| Meeting fees | None | Not paid; only retainers and committee fees |
Actual FY 2024 cash to Vance:
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $77,500 |
Breakdown (consistent with roles): $50,000 retainer + $10,000 Audit member + $7,500 Compensation member + $10,000 Nominating Chair = $77,500.
Performance Compensation
Directors receive time‑based stock options (no performance metrics). At the March 6, 2024 annual meeting, each non‑employee director received options for 15,700 shares, vesting monthly until the next annual meeting; grant‑date fair value for Vance was $256,406. No RSUs/DSUs disclosed for directors; no performance‑based equity for directors.
| Equity Grant Detail | FY 2024 |
|---|---|
| Option shares granted | 15,700; monthly vest to next AGM |
| Option Awards (grant‑date FV, $) | $256,406 |
Other Directorships & Interlocks
- Interlocks: ENTA discloses no compensation committee interlocks (no cross‑board executive overlaps) during 2024/2023.
- Related parties: Company reports no related‑party transactions since the beginning of FY 2024 and FY 2023.
Expertise & Qualifications
- Capital markets and finance (former Goldman Sachs VP; Salomon Brothers); venture investing (EGS Healthcare); business development (BioMotiv). Audit Committee financial expertise recognized by the Board.
Equity Ownership
Beneficial ownership and alignment:
| Metric | As of Dec 15, 2023 | As of Dec 16, 2024 |
|---|---|---|
| Total beneficial ownership (shares) | 77,340 | 87,991 |
| Direct/common shares | 5,800 | 5,800 |
| Options exercisable within 60 days | 71,540 | 82,191 |
| Ownership % of outstanding | <1% | <1% |
Options outstanding (trend):
| Date | Option Shares Outstanding |
|---|---|
| Sep 30, 2015 | 16,440 |
| Sep 30, 2018 | 37,440 |
| Sep 30, 2020 | 52,440 |
| Sep 30, 2021 | 59,940 |
| Sep 30, 2022 | 67,440 |
| Sep 30, 2024 | 83,500 |
Policies impacting alignment:
- Hedging prohibited; pledging prohibited for directors and employees.
- Director compensation cap: $600,000 per year after initial election ($900,000 initial).
Shares pledged/hedged: None disclosed; pledging/hedging prohibited by policy.
Governance Assessment
- Independence and roles: Vance is independent, chairs Nominating & Corporate Governance, and serves on Audit and Compensation—positions that reinforce board effectiveness and succession/ESG oversight. Audit committee financial expert designation adds credibility to financial oversight.
- Engagement: Serves on three committees; Board recorded strong meeting cadence (11 in 2024) and executive sessions; all directors ≥75% attendance—no attendance red flags for Vance.
- Pay structure: Cash retainer plus modest committee fees; equity via annual options (time‑based, no performance metrics), aligned with sector practice. FY 2024 director total pay for Vance was $333,906, within plan limits.
- Alignment and risk controls: Material personal ownership via exercisable options; anti‑hedging and anti‑pledging policies; no related‑party transactions. These support investor confidence.
- Potential concerns: Director equity is option‑only (no performance linkage); however, director equity is commonly time‑based to preserve independence, and compensation caps mitigate inflation risk.
Overall signal: Independent, financially seasoned director with deep capital markets and VC experience; active committee roles (including governance chair and audit member) and clean related‑party profile support board effectiveness and investor alignment.