Clive Meanwell, M.B., Ch.B., M.D.
About Clive Meanwell, M.B., Ch.B., M.D.
Independent Class II director since 2021 (age 67); Chair of the Compensation and Human Strategy Committee. Medical doctor educated at the University of Birmingham (UK), founder and long-time CEO of The Medicines Company, now serving as Executive Chairman of Metsera, Inc. and Executive Chairman/General Partner at Population Health Partners LP. Determined independent under Nasdaq/SEC rules; committee service reflects deep life sciences and compensation governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Medicines Company | Founder; Executive Chairman & CEO; Chief Innovation Officer | 1996–2018 (CEO); 2018–2020 (CIO) | Built and led cardiovascular-focused biopharma; board leadership and strategic execution |
| Population Health Partners LP | Executive Chairman and General Partner | Since founding; current | Investment focus on innovative therapeutics; governance and capital allocation oversight |
| Metsera, Inc. | Executive Chairman | Current | Public biotech in metabolic diseases; board leadership |
External Roles
| Organization | Type | Role | Since | Notes |
|---|---|---|---|---|
| BB Biotech | Public (Switzerland) | Director; Compensation & Audit Committees | Since 2004 | Long-tenured governance and financial oversight |
| Invivyd, Inc. (formerly Adagio Therapeutics) | Public | Director | Since 2022 | GUTS interlock: Ajay Royan also joined Invivyd’s board in Mar 2025 |
| EQRx | Private | Director | Jan 2021–Aug 2023 | Affordability-focused biotech |
| Comanche BioPharma | Private | Director | Since 2021 | Preclinical therapeutics; board oversight |
| Hugo Health | Private | Director | Since 2021 | Healthcare cloud platform |
| Saama | Private | Director | Since 2021 | Data/analytics company; board role |
Board Governance
- Committee assignments: Chair, Compensation and Human Strategy Committee; not listed on Audit or Nominating committees at GUTS .
- Compensation Committee activity: Met 3 times in 2024; members Clive Meanwell (Chair), Kelly Barnes, Samuel Conaway; each qualifies under Nasdaq’s heightened independence standards and Rule 16b-3 “non-employee director” .
- Independence and board composition: 7 of 8 directors are independent; Clive affirmatively determined independent .
- Attendance: Board held 6 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings (Clive met this threshold) .
- Executive sessions: Independent directors meet regularly in executive session without management (no less than twice per year, per guidelines) .
- Risk oversight: Audit Committee oversees major financial/operational risks and related person transactions; Compensation Committee oversees comp/human capital risks .
2024 Committee/Board Meeting Counts
| Body | Meetings (2024) |
|---|---|
| Board of Directors | 6 |
| Audit Committee | 5 |
| Compensation & Human Strategy Committee | 3 |
| Nominating & Corporate Governance Committee | 1 |
Fixed Compensation
2024 Director Compensation (Actual)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $38,732 |
| Stock Awards | — |
| Option Awards (grant-date fair value, ASC 718) | $406,035 |
| All Other Compensation | — |
| Total | $444,767 |
Non-Employee Director Compensation Program (structure)
| Item | Amount/Terms |
|---|---|
| Annual cash retainer | $43,500 |
| Committee chair—Compensation | $15,000 |
| Initial option grant (post-IPO appointment) | 45,000 shares, 10-year term, strike = FMV at grant; vest annually over 3 years |
| Annual option grant | 22,500 shares if serving ≥6 months; vest on next annual meeting or first anniversary |
| IPO option grant (2024) | 45,000 shares @ $15.00 strike; vests 1/3 annually from Feb 1, 2024 |
| Acceleration | All unvested director options vest upon sale of the Company |
Performance Compensation
- Equity type for directors: stock options only; no RSUs/PSUs for non-employee directors disclosed (exception is a consulting RSU for a resigning director) .
- Grant and valuation: 2024 option award grant-date fair value of $406,035 for Clive; IPO options at $15.00 strike vest over 3 years (15,000 annually) .
- Current holdings: 45,000 director options outstanding as of 12/31/2024; 15,000 options counted as currently exercisable or within 60 days of 4/16/2025 in beneficial ownership calculation (consistent with 3-year vest schedule) .
| Metric | Detail |
|---|---|
| Option Grant Date | Feb 1, 2024 (IPO grant context) |
| Shares Granted | 45,000 |
| Exercise Price | $15.00 |
| Vesting | 15,000 per year over 3 years; annual grants of 22,500 vest by next annual meeting/first anniversary |
| 2024 Grant-Date Fair Value | $406,035 |
| Options Outstanding (12/31/2024) | 45,000 |
| Options Exercisable/60-day (4/16/2025) | 15,000 |
No director performance metrics (TSR, revenue, EBITDA) are tied to director equity; director compensation is fixed cash plus options administered under the program .
Other Directorships & Interlocks
| Company | Type | Role | Since | Interlock/Notes |
|---|---|---|---|---|
| BB Biotech | Public | Director; Comp & Audit Committees | 2004 | External governance experience |
| Invivyd, Inc. | Public | Director | 2022 | Interlock: Ajay Royan (GUTS Chair) also joined Invivyd board in Mar 2025 |
- Network signal: Shared service at Invivyd by Clive and GUTS Chair Ajay Royan may facilitate information flow but could pose perception risk if overlapping strategic interests arise; independence determinations remain in place at GUTS .
Expertise & Qualifications
- Medical training (M.B., Ch.B., M.D.) and biopharma CEO-founder background; extensive board committee experience (compensation and audit) in public healthcare investing (BB Biotech) .
- Deep sector knowledge in pharmaceuticals/biotech and human capital/compensation governance; relevant to chairing GUTS’s Compensation and Human Strategy Committee .
Equity Ownership
| Holder (affiliation to Clive) | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Entities affiliated with Clive Meanwell, M.B., Ch.B., M.D. | 292,890 | <1% | 277,890 shares held by Population Health Capital Partners II, L.P. (PHPII); 15,000 underlying options exercisable within 60 days of Aug 6, 2025. Clive is Founder of the GP of PHPII and may be deemed to share voting/investment power; disclaims beneficial ownership except to extent of pecuniary interest . |
- Company policies prohibit hedging and pledging of Company securities by directors/officers; no pledging disclosed for Clive; anti-hedging/pledging policy noted in governance section .
Fixed vs Equity Mix — Structural Observations
- 2024 mix: cash ($38,732) vs options ($406,035 grant-date value) indicates an equity-heavy structure that ties director value to long-term share price appreciation rather than cash retainers or RSUs .
- Program emphasizes options, not RSUs/PSUs, for directors; options carry risk if underwater and align with shareholder upside; no meeting fees disclosed, compensation is via retainers and chair/member fees .
Potential Conflicts / Related-Party Exposure
- PHPII ownership: Clive, as Founder of the GP of PHPII, is affiliated with a shareholder holding 277,890 shares; he disclaims beneficial ownership beyond pecuniary interest but may share voting/investment power. This is a potential perceived conflict, particularly given his role as Compensation Committee Chair. Audit Committee is tasked with reviewing/approving related person transactions; Company adopted a related person transaction policy post-IPO .
- Interlock with Ajay Royan at Invivyd: shared external board may raise information flow/perception issues; GUTS maintains independence standards and executive sessions .
Governance Assessment
- Positives: Independent status; strong attendance; robust governance framework (executive sessions, anti-hedging/pledging, clawback policy for executives, committee charters and self-evaluations); equity-heavy director pay aligns to shareholder outcomes; clear committee remit and independence under heightened Nasdaq standards .
- Watch items / RED FLAGS: Affiliation with PHPII owning Company shares while chairing Compensation Committee (monitor recusal and committee processes for executive pay decisions); interlock with GUTS Chair at Invivyd (monitor for conflicts of interest) .
- Overall: Board effectiveness is supported by structure and policies; transparency is enhanced by detailed director compensation program and clear independence determinations. Continued vigilance on related-party oversight and interlocks is warranted to sustain investor confidence .