Ian Sheffield
About Ian Sheffield
Appointed to the Fractyl Health (GUTS) Board as a Class II director effective September 2, 2025; also appointed to the Audit Committee the same day, with a term expiring at the 2026 annual meeting unless earlier resignation or removal . External background disclosed as Managing Partner at North Country Holdings, LLC and described as an experienced healthcare investor and former medtech executive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtech industry (unspecified) | Former medtech executive | Not disclosed | Experience cited by the company as part of board appointment rationale |
| — | — | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North Country Holdings, LLC | Managing Partner | Not disclosed | Listed on company investor presentation BOD slide |
Board Governance
- Board appointment details: Class II director, effective September 2, 2025; Audit Committee member .
- Board committee context:
- Audit Committee responsibilities include oversight of financial reporting, internal controls, risk management (including cybersecurity), related-person transactions, and auditor independence; met 5 times in 2024 .
- Audit Committee members must meet independence requirements under Exchange Act Rule 10A‑3 and Nasdaq rules; all Audit Committee members deemed independent per proxy statement governance standards .
- Board independence governance: Majority of current directors deemed independent per Nasdaq rules; executive sessions held regularly without management .
- Board leadership: Independent Chairman (Ajay Royan); CEO not Chair .
Fixed Compensation
Director cash retainer and committee fees (program adopted at IPO; applies to non-employee directors):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $43,500 | Paid quarterly in arrears; prorated if partial service |
| Chair of the Board (additional) | $35,000 | — |
| Audit Committee Chair | $20,000 | — |
| Audit Committee member (non-chair) | $10,000 | — |
| Compensation & Human Strategy Committee Chair | $15,000 | — |
| Compensation & Human Strategy Committee member (non-chair) | $7,500 | — |
| Nominating & Corporate Governance Committee Chair | $10,000 | — |
| Nominating & Corporate Governance Committee member (non-chair) | $5,000 | — |
Note: The proxy details the standard program; specific cash paid to Mr. Sheffield for 2025 was not disclosed in the filings reviewed. Program terms govern eligibility .
Performance Compensation
Equity compensation program for non-employee directors:
| Award Type | Grant Size | Exercise Price | Vesting | Notes |
|---|---|---|---|---|
| Initial option grant on first election/appointment (post-IPO) | 45,000 options | FMV on grant date | Vests annually over 3 years | Applies to directors initially elected/appointed after IPO |
| Annual option grant (if serving ≥6 months and continuing) | 22,500 options on annual meeting date | FMV on grant date | Vests on earlier of next annual meeting or 1-year anniversary | — |
| Change-in-control vesting | All unvested director options vest in full upon a sale of the Company | — | — | — |
Note: Filings show directors appointed after IPO are eligible for the initial grant; Mr. Sheffield’s Form 3 indicated no securities beneficially owned upon appointment (see Equity Ownership). Subsequent equity grants or Form 4s were not in scope of the documents reviewed .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees |
|---|---|---|---|
| None disclosed in reviewed filings | — | — | — |
- Board refresh: On August 29, 2025, the Board appointed Christopher Thompson, M.D. (Class I) and Ian Sheffield (Class II); concurrently, Amy W. Schulman resigned as Class I director and from the Nominating & Corporate Governance Committee, effective September 2, 2025; her resignation was not due to any dispute with the Company or Board .
Expertise & Qualifications
- Experienced healthcare investor and former medtech executive; company cited his clinical/financial expertise as strengthening leadership as Revita advances and Rejuva approaches first-in-human study .
- Audit Committee appointment signals expected financial literacy and alignment with independence requirements under Nasdaq and Exchange Act Rule 10A‑3 .
Equity Ownership
| Item | Details |
|---|---|
| Initial Statement of Beneficial Ownership (Form 3) | Filed September 4, 2025; reported “No securities are beneficially owned” as of the event date September 2, 2025 |
| Lock-up status | Named among directors/officers subject to underwritten offering lock-up in September 2025 |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and officers |
Insider Filings
| Form | Filing Date | Event Date | Key Disclosure |
|---|---|---|---|
| Form 3 | September 4, 2025 | September 2, 2025 | No securities beneficially owned; POA granted to CEO, CFO, and Corporate Secretary for Section 16 filings |
Governance Assessment
-
Strengths:
- Audit Committee seat enhances financial oversight; Audit Committee charter covers robust risk areas (financial reporting, controls, cybersecurity, related-party transactions) .
- Alignment policies: Prohibition on hedging/pledging; clawback policy consistent with Nasdaq rules; independent board leadership .
- Offering lock-up participation in September 2025 aligns behavior during financing windows .
-
Watch items / potential flags:
- No disclosed personal share ownership at appointment (Form 3), which may limit “skin-in-the-game” until option grants or purchases occur; monitor subsequent Form 4 filings and compliance with any director ownership expectations (none disclosed) .
- Company reliance on equity financings and warrant-related special meeting approvals in 2025 increases dilution risk and may test investor confidence; board oversight of financing strategy, shareholder engagement, and capital allocation is material .
- Board turnover (Schulman resignation with simultaneous appointments) warrants monitoring for committee continuity and governance effectiveness .
No related-party transactions involving Mr. Sheffield were disclosed in “Certain Relationships and Related Person Transactions”; the Audit Committee reviews/approves any related person transactions under policy .
Board Governance (Committee Memberships Snapshot)
| Committee | Members (as of Apr 2025 proxy) | Responsibility Highlights |
|---|---|---|
| Audit | Kelly Barnes (Chair), Marc Elia, Ajay Royan | Auditor oversight; financial statements; controls; risk; related-party transactions; independence |
| Compensation & Human Strategy | Clive Meanwell (Chair), Kelly Barnes, Samuel Conaway | Executive comp; plans; succession; human capital; CD&A/report as required |
| Nominating & Corporate Governance | William W. Bradley (Chair), Ajay Royan, Amy W. Schulman | Board composition; governance guidelines; ESG oversight; leadership structure |
Update: Mr. Sheffield appointed to Audit Committee effective September 2, 2025 .
Governance Quality Indicators
- Independent board majority; executive sessions; independent Chairman .
- Committee charters reviewed annually; periodic board/committee self-evaluations overseen by Nominating & Corporate Governance Committee .
- Anonymous hotline; code of ethics; no poison pill .
Additional Company Context Relevant to Investor Confidence
- August 2025 Special Meeting: stockholder approval sought to allow exercise of Tranche B warrants (up to 21,904,761 shares) at $1.05; failure to approve would require repeated special meetings every 30 days per agreement; Board recommended FOR .
- Financing cadence: August 2025 offering and September 2025 $60M underwritten common stock offering; Board members and new appointees subject to lock-up schedules for the September offering .