Scott T. Garrett
About Scott T. Garrett
Scott T. Garrett, age 75, is HCW Biologics’ independent Chairman of the Board and a Class I director, serving as Compensation Committee Chair and Audit Committee member; he has been on the board since May 2021 and became Chairman in June 2021 . He is a Senior Operating Partner at Water Street Healthcare Partners and previously served as Chairman, President and CEO of Beckman Coulter; he began his career at American Hospital Supply Corporation/Baxter and later led Baxter Diagnostics . Garrett holds a B.S. in mechanical engineering (Valparaiso University), an MBA (Lake Forest Graduate School of Management), and completed the Executive Management program at Stanford GSB . HCWB’s board has determined he is independent under Nasdaq rules and financially literate through his Audit Committee membership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beckman Coulter, Inc. | Chairman, President & CEO | 2008–2011 | Led global diagnostics operations |
| Beckman Coulter, Inc. | President, Clinical Diagnostics Division | 2002–2003 | Division leadership |
| Beckman Coulter, Inc. | President & COO | 2003–2004 | Enterprise operations |
| Kendro Laboratory Products | Vice Chairman & Interim CEO | 1999–2001 | Turnaround/interim leadership |
| Dade Behring | Chairman, President & CEO | 1994–1998 | Diagnostics strategy/execution |
| Baxter International (Baxter Diagnostics) | Chief Executive | 1992–1994 | Led global laboratory business |
| Garrett Capital Advisors / First Chicago Equity Capital | Managing Partner | 1998–2002 | Healthcare investing/operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Water Street Healthcare Partners | Senior Operating Partner | 2011–present | Chairs boards of Alcor Scientific, Pathnostics, Avantik (portfolio cos.) |
| MeMed Diagnostics | Director | Current | Diagnostics sector oversight |
| Hologic, Inc. | Director | 2013–Mar 2025 | Public company board service |
| Advanced Medical Technology Association (AdvaMed) Diagnostics | Board member; Executive Committee | Current | Industry policy leadership |
Board Governance
- Roles: Independent Chairman; Compensation Committee Chair; Audit Committee member .
- Independence: Board determined all non-employee directors, including Garrett, are independent under Nasdaq and SEC rules; Audit and Compensation Committees fully independent .
- Risk oversight: Audit Committee oversees financial/compliance risks; Compensation Committee monitors incentive risk; board collectively oversees governance risks .
- Attendance and engagement: In 2024, the board met 24 times; Audit held 7 joint meetings; Compensation met 4 separately and 1 jointly. Each director attended at least 75% of meetings of the board and applicable committees; four directors attended the 2024 annual meeting .
- Nominating function: No standing nominating committee; independent directors (including Garrett) recommend nominees per Nasdaq Rule 5605(e) .
2024 Board Activity
| Body | Meetings Held | Joint Meetings | Garrett Attendance Indicator |
|---|---|---|---|
| Board of Directors | 24 | — | ≥75% (company-wide disclosure) |
| Audit Committee (with Board) | — | 7 | ≥75% (company-wide disclosure) |
| Compensation Committee | 4 | 1 (joint with Board & Audit) | ≥75% (company-wide disclosure) |
Fixed Compensation
2024 Director Compensation (HCWB)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 60,000 |
| Awards ($) (grant-date fair value) | 10,570 |
| Total ($) | 70,570 |
Non-Employee Director Cash Retainer Policy
| Role | Annual Cash Retainer ($) |
|---|---|
| Chairman of the Board (non-employee) | 60,000 |
| Audit Committee Chair (non-employee) | 50,000 |
| All other non-employee directors | 40,000 |
Performance Compensation
| Component | Detail | Vesting/Performance | Notes |
|---|---|---|---|
| Annual option grant (continuing directors) | Grant-date fair value $10,570 at 2024 annual meeting | Fully vests by earlier of 1-year anniversary or next annual meeting; service-based (no performance metrics) | Exercise price = FMV at grant; 2021 Plan options |
| Initial option grant (first-time board election) | Grant-date value $100,000 | Fully vests at 1-year anniversary; service-based (no performance metrics) | Policy-level provision |
| Change-in-control treatment | All director options vest in full immediately prior to, and contingent upon, a change in control | Acceleration; service-based grants (no perf. hurdles) | Alignment vs. potential windfall |
No director performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for non-employee director equity awards; vesting is time-based per policy .
Other Directorships & Interlocks
| Company/Body | Type | Overlap/Interlock | Risk/Signal |
|---|---|---|---|
| Hologic, Inc. | Public board (ended Mar 2025) | Diagnostics sector | Adds industry expertise; no HCWB conflict noted |
| MeMed Diagnostics | Private board | Diagnostics | Sector insights; no HCWB conflict disclosed |
| Water Street portfolio (Alcor, Pathnostics, Avantik) | Private boards (chair) | Diagnostics/lab supply | Network breadth; related-party transactions at HCWB reviewed via policy (see below) |
| AdvaMed Diagnostics | Industry association board/Exec Committee | Policy influence | Governance/industry visibility |
Expertise & Qualifications
- Senior operator and former public-company CEO across diagnostics; deep commercialization and operations experience .
- Financially literate (Audit Committee member); Compensation Chair experience .
- Educational credentials in engineering and business; executive program at Stanford GSB .
Equity Ownership
| Holder | Common Stock | Options Exercisable within 60 days | Aggregate Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Scott T. Garrett | 6,697 (held via Garrett Capital Partners, LLC) | 1,885 | 8,582 | <1% |
- Insider trading policy prohibits hedging and, absent Compliance Officer approval, pledging or holding company stock in margin accounts; no pledges disclosed for Garrett .
- Director stock ownership guidelines are not disclosed; compliance status not available .
Insider Transactions (Financing Participation)
| Date/Instrument | Participant | Amount/Terms | Governance Treatment |
|---|---|---|---|
| Feb 20, 2024 Private Placement (common) | Scott T. Garrett | 142,858 shares at $1.40; total $200,001.20 | Reviewed under related party policy; deemed compliant |
| Mar–Oct 2024 Senior Secured Notes | Scott T. Garrett | $140,000 principal; 9% interest; matures Aug 30, 2026; Wugen shares pledged as collateral; conversion feature contemplated | Reviewed under related party policy; deemed compliant |
Related Party Transactions & Conflict Controls
- HCWB’s related party policy requires Audit Committee review/approval of transactions >$120,000; committee considers arm’s-length terms and related party’s interest .
- Garrett participated alongside other insiders in the 2024 private placement and secured notes; both were reviewed and recorded as compliant with policy .
- Secured notes include pledging of HCWB’s Wugen, Inc. shares as collateral, bonus/prepayment mechanics, and potential conversion to equity, with allocation of collateral sale proceeds; governance implications reviewed .
Compensation Committee Analysis
- 2024 members: Garrett (Chair), Giles, Greene, Winer; all independent; no Item 404 relationships; no executive officer interlocks at other issuers in 2024 .
- Charter covers administration of equity plans, severance/change-in-control protections, and broader compensation philosophy .
- No disclosure of external compensation consultants or consultant conflicts in 2024 .
Governance Assessment
-
Positives:
- Independent Chairman separate from CEO; strengthens oversight .
- Garrett chairs Compensation and serves on Audit; board determined independent; audit and comp fully independent .
- Attendance threshold met (≥75%) with frequent meetings indicating engagement .
- Hedging/pledging restrictions for directors; clawbacks apply to executive bonus plan .
-
Cautions/RED FLAGS:
- Insider financing participation (private placement, insider-held secured notes) can raise perceived conflicts, though reviewed and approved under policy .
- Director equity awards fully accelerate on change-in-control (potential windfall not tied to performance) .
- No standing nominating committee; independent directors handle nominations—acceptable under Nasdaq but can be viewed as less formalized governance .
- Emerging Growth Company status—no say-on-pay votes; reduces formal shareholder feedback on compensation .
Overall, Garrett’s independent chairmanship and committee leadership, plus extensive diagnostics-sector experience, support board effectiveness; insider financing participation and CIC acceleration warrant monitoring for alignment optics and potential conflicts, albeit currently governed by policy reviews .