Marc Elia
About Marc Elia
Independent Class II director since June 2021; age 49. Current committee assignment: Audit Committee. Background includes founding M28 Capital Management in September 2019 (Chief Investment Officer), chairman role at Invivyd, Inc. since 2022, and prior directorships at SQZ Biotech (audit committee member since May 2018) and Adimab LLC. Education: B.A., Carleton College, magna cum laude. The Board has affirmatively determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M28 Capital Management | Founder & Chief Investment Officer | Since Sep 2019 | Healthcare investment fund; sector expertise |
| Adimab LLC | Director (prior) | Not disclosed | Therapeutic antibody discovery; board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invivyd, Inc. (formerly Adagio Therapeutics) | Chairman | Since 2022 | Public biotech; governance leadership |
| SQZ Biotech | Director & Audit Committee Member | Since May 2018 | Financial oversight experience |
Board Governance
- Committee assignments: Audit Committee member (current members: Kelly Barnes-Chair, Marc Elia, Ajay Royan). Audit Committee met 5 times in 2024; all members meet Nasdaq independence and financial literacy requirements; Barnes designated audit committee financial expert .
- Independence: Board determined Elia is an independent director under Nasdaq and SEC rules .
- Attendance: Company reports a “highly engaged Board” with all current directors attending over 75% of Board and committee meetings in 2024 .
- Director class/term: Class II; term expires at the 2026 annual meeting .
- Related-party oversight: Audit Committee reviews and approves or ratifies related person transactions .
- Policies: Company prohibits director and executive officer hedging/pledging; maintains clawback policy for executive incentive compensation .
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| 2024 Fees Earned (Cash) | $35,422 |
| Standard Annual Cash Retainer (Program) | $43,500 |
| Audit Committee Member Additional Retainer | $10,000 per year (non-chair) |
| Payment cadence | Earned quarterly, paid in arrears and prorated as applicable |
| Meeting fees | None disclosed beyond retainers |
- Mix observation: For 2024, cash represented ~8.0% of total director compensation for Elia ($35,422 of $441,457), with the remainder from equity options ($406,035), indicating strong equity alignment .
Performance Compensation
| Award | Grant Date | Shares | Strike Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| IPO Option Grant (non-executive directors) | Feb 1, 2024 | 45,000 | $15.00 per share | 3 equal annual installments following grant | Not later than 10 years from grant | $406,035 (2024 option award value for Elia) |
| Annual Director Option (program) | Annual meeting (if ≥6 months service) | 22,500 | FMV on grant | Single installment on earlier of next annual meeting or first anniversary | Not later than 10 years | Not individually disclosed for Elia |
- Equity award timing policy: Company does not time option grants around material nonpublic information; awards are not granted in anticipation of MNPI; 2024 executive option timing complied with Item 402(x) .
Other Directorships & Interlocks
| Company | Elia Role | Interlock | Details |
|---|---|---|---|
| Invivyd, Inc. | Chairman | Yes | Ajay Royan (GUTS Chair) joined Invivyd’s board in March 2025 |
| SQZ Biotech | Director & Audit Committee Member | Not disclosed | — |
| Adimab LLC | Director (prior) | Yes | Ajay Royan serves on Adimab’s board |
- Implication: Shared service with Royan at Invivyd and Adimab creates information-flow interlocks; monitor for potential conflicts on transactions or strategy alignment across companies .
Expertise & Qualifications
- Sector experience: Life sciences/biotech board service and healthcare-focused investing (M28 Capital) .
- Financial oversight: Audit committee service at SQZ Biotech; meets Nasdaq financial literacy requirements as an Audit Committee member at GUTS .
- Education: B.A., Carleton College, magna cum laude .
Equity Ownership
| As-of Date | Holder/Source | Shares | % Outstanding | Notes |
|---|---|---|---|---|
| Apr 16, 2025 | Entities affiliated with Marc Elia (beneficial owner total) | 1,871,117 | 3.8% | Includes fund holdings and options |
| Apr 16, 2025 | M28 Capital Master Fund LP | 1,411,493 | — | Elia is managing member of GP; may be deemed to share voting/investment power; disclaims except pecuniary interest |
| Apr 16, 2025 | Sparviero LP | 444,624 | — | Same control/disclaimer as above |
| Apr 16, 2025 | Options currently exercisable within 60 days | 15,000 | — | Included in beneficial total |
| Aug 6, 2025 | Entities affiliated with Marc Elia (beneficial owner total) | 1,871,117 | 3.7% | Same composition; updated base shares outstanding |
| Dec 31, 2024 | Options held (exercisable + unexercisable) | 45,000 | — | Aggregate director option holdings as of year-end |
- Ownership guideline compliance: Not disclosed; however, policy prohibits director hedging/pledging of company securities, reducing misalignment risk .
- Pledging: Prohibited by policy for directors .
Governance Assessment
-
Positives
- Independence and financial literacy confirmed; Audit Committee structure and responsibilities robust; regular executive sessions and strong attendance reinforce oversight quality .
- Compensation mix skewed to equity options (92% of 2024 total), supporting alignment with shareholder outcomes; standardized vesting and long-dated expirations provide retention and performance linkage over time .
- Clear prohibition on hedging/pledging and presence of a clawback policy signal shareholder-friendly governance practices .
-
Watchpoints / Potential Conflicts
- Fund-affiliated ownership: Elia is a managing member of the GP for M28 Capital and Sparviero LP, which collectively beneficially own ~1.87M shares; while standard disclaimers apply, his shared voting/investment power could present perceived conflicts on capital raising or strategic actions affecting these funds; Audit Committee oversight of related party transactions is a mitigating control .
- Interlocks: Shared external boards with GUTS Chair Ajay Royan (Invivyd; Adimab) increase network density; monitor for any cross-company transactions or information sharing risks requiring recusals .
-
No red flags disclosed
- No related-party transactions disclosed involving M28 or Sparviero with GUTS during the specified period; related-party sections focus on other stakeholders (e.g., CVF warrants, historical IRAs/voting agreements pre-IPO) .
- No hedging/pledging, tax gross-ups, or option repricings disclosed for directors; attendance threshold met by all current directors .
Overall, Elia brings sector-savvy investing and board oversight experience with material personal fund exposure to GUTS equity; ensure continuing independence via recusals where appropriate and maintain transparency around any transactions touching fund-affiliated holdings .