Barclay Phillips
About Barclay Phillips
Barclay Phillips is Immunic’s Lead Independent Director (Class II), age 62, and has served on the Board since November 2019. He is an experienced life sciences finance executive and investor, previously COO/CFO at Ribometrix (Aug 2020–Oct 2024), CFO at G1 Therapeutics, Novavax, and Micromet, with prior roles as Managing Director at Vector Fund Management and Biotechnology Analyst/Director of Venture Investments at INVESCO; he holds a BA in economics from the University of Colorado at Boulder . The Board has affirmatively determined he is independent under Nasdaq rules and he is designated Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ribometrix, Inc. | Chief Operating Officer & Chief Financial Officer | Aug 2020 – Oct 2024 | Led finance and operations for RNA-targeted therapeutics |
| Domantle Consulting LLC | Managing Member | Since Sep 2019 | Strategy consulting for biotech companies |
| G1 Therapeutics, Inc. | Chief Financial Officer; SVP Corporate Development | 2008–May 2019 (part of period) | Financing strategy; raised capital; IR/PR; corp dev |
| Novavax, Inc. | Chief Financial Officer | 2008–May 2019 (part of period) | Finance leadership at Nasdaq-listed biotech |
| Micromet (acquired by Amgen 2012) | Chief Financial Officer | 2008–May 2019 (part of period) | CFO of development-stage biotech |
| Vector Fund Management | Managing Director | 9 years | Late-stage life sciences VC; $250mm committed capital |
| INVESCO Funds Group | Biotechnology Analyst & Director of Venture Investments | Not disclosed | Sector fund franchise >$3.5bn AUM |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various public and private company boards | Director; roles including Audit Chair and Nominating/Governance Chair | Not disclosed | Companies not named in proxy; multiple board roles referenced |
Board Governance
- Current role: Lead Independent Director (Class II nominee; term through 2028 if elected) .
- Independence: Board determined Phillips is independent under Nasdaq rules .
- Committee assignments:
- Audit Committee Chair; designated Audit Committee Financial Expert; audit committee held 4 meetings in 2024 .
- Nominating & Governance Committee Member; committee held 3 meetings in 2024 .
- Lead Independent Director responsibilities include presiding at meetings without the Chair, calling meetings of independent directors, advising the CEO/Chair, agenda input, and stockholder communication availability .
- Attendance: In 2024 the Board held 6 meetings; each director attended at least 75% of aggregate Board and committee meetings for which they served .
Fixed Compensation
| Component (Non-Employee Director) | Amount (USD) | Notes |
|---|---|---|
| Annual base retainer | $40,000 | Paid quarterly in arrears |
| Lead Independent Director retainer | $10,000 | Paid quarterly |
| Audit Committee Chair fee | $20,000 | Annual |
| Nominating & Governance Committee member fee | $5,000 | Annual |
| Actual fees earned (FY 2024) | $75,250 | As reported for Phillips |
Performance Compensation
| Equity Award | Shares / Fair Value | Vesting | Notes |
|---|---|---|---|
| FY 2024 Option Awards (aggregate grant-date fair value) | $120,746 | As per award agreements | Reported for Phillips |
| FY 2024 Annual Option grant (policy) | Up to 100,000 options | 12 monthly installments | One-time increase for all continuing non-employee directors in 2024 |
| Standard Initial Option grant (policy) | 32,000 options (increased to 100,000 in 2024 for new directors) | 36 monthly installments | Applies at initial appointment; increase effective for 2024 joiners |
- No performance-based metrics (e.g., TSR, EBITDA, ESG) are disclosed for director equity; awards are service-based option grants with monthly vesting .
- Hedging/derivative transactions in company securities are prohibited by policy for directors, officers, and employees .
- Company adopted a compensation clawback policy (effective Oct 2, 2023) consistent with Nasdaq rules; covers executive officer incentive-based pay upon certain restatements (director equity not specified) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | Not specifically disclosed for Phillips; general reference to multiple board roles |
| Compensation Committee interlocks | Compensation Committee members are Howson (Chair), Törnsén, Rudick; Phillips is not a member |
| Related-party transactions | None >$120,000 involving directors/executives/5% holders reported |
Expertise & Qualifications
- Finance and capital markets: Former CFO across three Nasdaq-listed biotechs; led financing strategy and raised >$1.4bn cumulatively .
- Audit oversight: Audit Committee Chair; designated Audit Committee Financial Expert and meets Nasdaq financial sophistication .
- Strategic and business development: SVP Corporate Development (G1 Therapeutics); venture investing at Vector and INVESCO .
- Education: BA in economics, University of Colorado at Boulder .
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 31, 2025) | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Barclay Phillips | 155,959 | * | Consists of options exercisable within 60 days; no common shares disclosed in footnote |
| Shares outstanding (reference base) | 90,150,869 | — | Used by company to compute percentages |
- Less than 1% .
- No disclosure of pledged shares for Phillips; hedging/derivatives prohibited by policy .
- Footnote indicates holdings consist entirely of options exercisable within 60 days, implying limited direct share ownership .
Governance Assessment
- Strengths:
- Independent Lead Director with clearly articulated responsibilities, enhancing oversight and stockholder dialogue .
- Audit Committee Chair and SEC-designated financial expert; signed Audit Committee report recommending inclusion of audited financials, evidencing active engagement .
- Director compensation policy aligned to market with transparent cash and equity components; 2024 fees consistent with chair/member roles held .
- No related-party transactions reported (> $120k), reducing conflict risk .
- Areas to monitor:
- Beneficial ownership consists of options exercisable within 60 days; absence of disclosed common share holdings and lack of published director ownership guidelines may limit perceived “skin in the game” alignment .
- 2024 one-time increase in annual equity grants to 100,000 options for all non-employee directors increased equity-based compensation; investors may wish to monitor subsequent dilution and grant practices .
- Attendance is disclosed at a threshold level (≥75%); company does not provide director-specific attendance percentages, limiting granular assessment of individual engagement .