Christopher Thompson, M.D.
About Christopher C. Thompson, M.D.
Christopher C. Thompson, M.D., MSc was appointed to Fractyl Health’s (ticker: GUTS) Board as a Class I director effective September 2, 2025, with a term expiring at the 2028 annual meeting . He is Professor of Medicine at Harvard Medical School and Director of Endoscopy at Brigham and Women’s Hospital, and is recognized as a pioneer in bariatric endoscopy . Age and prior Fractyl-specific tenure before this appointment were not disclosed in the filings reviewed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School | Professor of Medicine | Ongoing (disclosed 2025) | Bariatric endoscopy expertise |
| Brigham and Women’s Hospital | Director of Endoscopy | Ongoing (disclosed 2025) | Clinical leadership in endoscopy |
External Roles
| Organization/Institution | Position | Notes |
|---|---|---|
| Harvard Medical School | Professor of Medicine | Academic leadership; bariatric endoscopy pioneer |
| Brigham and Women’s Hospital | Director of Endoscopy | Clinical endoscopy leadership |
Board Governance
- Appointment and Term: Appointed Class I director effective September 2, 2025; term runs to the 2028 annual meeting .
- Committees: No committee assignment for Dr. Thompson was disclosed in reviewed filings; contemporaneously, Ian Sheffield was appointed to the Audit Committee, and Amy W. Schulman resigned from the Nominating and Corporate Governance Committee effective September 2, 2025 .
- Independence, Executive Sessions, Attendance: The company holds executive sessions of independent directors, and expects directors to prepare for and attend meetings; in 2024, each incumbent director attended at least 75% of Board and committee meetings (Thompson was not yet on the Board in 2024) .
- Family Relationships: None among directors and executive officers .
- Insider Policy: Anti-hedging and anti-pledging policy applies to directors .
| Appointment Details | Date | Class | Term End |
|---|---|---|---|
| Board appointment | Sept 2, 2025 | Class I | 2028 annual meeting |
Fixed Compensation
Fractyl’s non-employee director compensation program (adopted at IPO) provides cash retainers and standard option grants; Thompson’s specific cash earnings under this program post-appointment were not disclosed in reviewed filings.
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $43,500 |
| Chair fees | Board Chair $35,000; Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000 |
| Committee member fees | Audit member $10,000; Comp member $7,500; Nominating member $5,000 |
| Payment timing | Earned quarterly; paid in arrears; prorated for partial quarters |
Performance Compensation
Equity awards are the primary director equity compensation; awards are options with time-based vesting and single-trigger acceleration on a sale of the company.
| Equity Award Type | Grant/Terms | Vesting | Change-of-Control |
|---|---|---|---|
| Initial option (typical program) | 45,000 shares on initial election/appointment (post-IPO program) | Vests annually over 3 years | All unvested director options vest upon a sale of the Company |
| Annual option (typical program) | 22,500 shares at each annual meeting (if ≥6 months service) | Vests at next annual meeting or 1-year from grant | |
| Award timing practices | No timing around MNPI; no option grants timed to disclosures |
Director-specific equity reported:
- Form 3 (initial beneficial ownership) shows a fully vested stock option for 20,969 shares of common stock at a $2.67 exercise price, expiring June 27, 2026 (ownership form: Direct) .
Equity and Compensation Policy Controls
- Clawback/Recovery: Compensation and Human Strategy Committee administers compensation recovery policy guidelines .
- Anti-hedging/Anti-pledging: Directors prohibited from hedging or pledging Company stock .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Thompson in reviewed Company materials .
- Professional interlocks: Shared institutional affiliations within the Company’s leadership ecosystem (CEO trained at Harvard Medical School and Brigham and Women’s Hospital per Fractyl biographies, while Thompson currently holds roles there); no related-party transactions disclosed involving Thompson .
Expertise & Qualifications
- Bariatric endoscopy pioneer; brings deep procedural and clinical expertise relevant to Fractyl’s Revita platform .
- Academic and clinical leadership roles (Professor of Medicine; Director of Endoscopy), offering credibility and potential guidance on clinical development and adoption .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Non-derivative (common shares) | Not disclosed on Form 3 | Form 3 did not list non-derivative holdings |
| Derivative – Stock Option | 20,969 shares | Exercise price $2.67; Exp. 06/27/2026; fully vested |
| Lock-up | Yes | Named on September 26, 2025 lock-up list for underwritten offering |
| Hedging/Pledging | Prohibited | Per insider trading compliance policy |
Insider Filings & Transactions
| Filing | Event Date | Security | Quantity | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 09/02/2025 | Stock Option (Common) | 20,969 | $2.67 | 06/27/2026 | Fully vested; currently exercisable |
Governance Assessment
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Positives:
- Clinical credibility and direct relevance to Fractyl’s endoscopic and metabolic programs; recognized domain expert, likely additive to Board effectiveness .
- Strong alignment signals: subject to lock-up in September 2025 offering; Company prohibitions on hedging/pledging reduce misalignment risk .
- Company maintains governance practices (independent executive sessions; attendance expectations; related-party review policy; clawback administration) .
-
Watch items / RED FLAGS:
- Committee assignment for Thompson not disclosed; clarity on where his expertise is leveraged (e.g., Nominating & Governance vs. Comp vs. Audit) would enhance transparency .
- Limited director-specific compensation disclosure post-appointment (cash/equity grants beyond Form 3 option); monitor next proxy for full director compensation and ownership updates .
- Professional affiliations overlap with institutions linked to Company leadership; while no related-party transactions involving Thompson are disclosed, continued monitoring is warranted for potential conflicts in clinical collaborations or advisory relationships .
-
Implications for investor confidence:
- Thompson’s appointment strengthens clinical governance and potential commercialization insights for Revita; alignment is reinforced by lock-up and anti-hedging policies .
- Future proxy should provide committee roles, attendance, and full director compensation detail to assess independence and pay-for-performance alignment at the Board level .