Kelly Barnes
About Kelly Barnes
Kelly Barnes (age 59) is an independent Class III director of Fractyl Health (GUTS) and serves as Audit Committee Chair and a member of the Compensation and Human Strategy Committee. She joined the Board in January 2022, bringing three decades of health industry leadership, and holds a B.S.B.A. and M.S.A. in accounting from the University of Arkansas; she is a registered CPA in Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Global Health Industries Leader | 2018–2020 | Led global health sector services; oversight across health-related industries |
| PricewaterhouseCoopers (PwC) | U.S. Health Industries Leader | 2009–2020 | Led U.S. health sector services; broad operational oversight |
| PricewaterhouseCoopers (PwC) | Various roles (1988–2009) | 1988–2009 | Progressive leadership positions prior to health industry lead roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Included Health (private) | Director | Current | Privately held virtual care/navigator platform |
| Walton College of Business, Univ. of Arkansas | Executive Advisory Board Member | Current | Advisory role to business school leadership |
Board Governance
| Area | Detail |
|---|---|
| Independence | Board has determined Barnes is independent under Nasdaq and SEC rules |
| Committee assignments | Audit Committee (Chair); Compensation and Human Strategy Committee (Member) |
| Financial expert designation | Audit Committee: Barnes designated “audit committee financial expert” and financially sophisticated |
| Attendance | All directors attended ≥75% of Board and committee meetings in 2024; Board met 6x; Audit 5x; Compensation 3x; Nominating 1x |
| Executive sessions | Independent directors meet regularly in executive sessions; at least twice per year |
| Board leadership | Independent Chairman (Ajay Royan); CEO separate; structure reviewed periodically |
Fixed Compensation
| Component | Amount/Terms | 2024 Actual (Barnes) |
|---|---|---|
| Annual cash retainer | $43,500 per non-employee director (post-IPO program) | $47,008 fees earned (prorated based on service post-IPO program start) |
| Committee chair fees | Audit Chair: $20,000; Comp Chair: $15,000; Nominating Chair: $10,000 | Included in fees earned (Audit Chair) |
| Committee member fees | Audit member: $10,000; Comp member: $7,500; Nominating member: $5,000 | Included in fees earned (Comp member) |
| Meeting fees | None disclosed | None disclosed |
Performance Compensation
| Equity Instrument | Grant/Terms | Vesting | 2024 Value (Barnes) |
|---|---|---|---|
| Director stock options (IPO program) | Initial 45,000 options at $15.00 strike for new non-exec directors; annual 22,500 options if serving ≥6 months | Initial grant vests in 3 equal annual installments; annual grant vests at next annual meeting or 1-year anniversary; all unvested options vest upon a sale of the Company | $406,035 option grant-date fair value in 2024 |
No director-specific performance metrics (e.g., TSR hurdles) or RSU/PSU structures for non-employee directors were disclosed; director equity is option-based with time and program-specific vesting mechanics .
Other Directorships & Interlocks
| Category | Company | Role | Potential Interlock/Notes |
|---|---|---|---|
| Private board | Included Health | Director | No related-party transactions disclosed with GUTS |
| Academic/Advisory | Walton College of Business | Exec Advisory Board | Advisory capacity; no conflicts disclosed |
No current public company directorships for Barnes were disclosed in the proxy .
Expertise & Qualifications
- 30+ years in health industry leadership at PwC; deep payer/provider, healthcare operations insight .
- Financial acumen and CPA (Texas), designated audit committee financial expert .
- Boardroom experience across healthcare organizations and advisory boards .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Breakdown (as applicable) |
|---|---|---|---|
| Kelly Barnes | 99,332 | <1% | 31,000 common shares; 68,332 options currently exercisable or exercisable within 60 days of 4/16/2025 |
| Director option holdings (aggregate as of 12/31/2024) | 100,917 options | N/A | Aggregate exercisable and unexercisable option count for Barnes |
Governance alignment policies: Company prohibits hedging and pledging of securities by directors/officers; maintains insider trading policy and clawback policy for executive incentive compensation .
Governance Assessment
- Committee leadership and financial oversight: Barnes chairs Audit and is a designated financial expert, strengthening disclosure controls, risk oversight (including cybersecurity, internal controls), and related-person transaction review—positive for governance quality .
- Independence and engagement: Affirmed independent; Board and committees show regular executive sessions and strong attendance in 2024—supports effective oversight .
- Compensation and alignment: Director pay uses cash retainers plus option-based equity (no RSUs/PSUs for directors), with vesting aligned to continued service; change-in-control accelerates unvested options—standard market practice; 2024 fees $47,008, option fair value $406,035 .
- Ownership “skin-in-the-game”: Beneficial ownership <1% with 31,000 shares and significant vested options; anti-hedging/pledging in place—alignment policy positive, though absolute share ownership is modest (typical for small-cap biotech director) .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Barnes; independent auditor is EY (not PwC), mitigating perceived legacy affiliations; policy framework for related-person transaction review is robust .
RED FLAGS: None disclosed specific to Barnes (no related-party transactions, no pledging/hedging). Monitor absolute share ownership levels and any changes to director equity mix in future proxies for signals on alignment and retention .