Marc Elia
Chairperson of the Board at IVVD
Board
About Marc Elia
Marc Elia (age 49) is an independent director of Invivyd, Inc. and has served as Chairperson of the Board since July 2022; he has been a director since June 2022 and previously served on the Board from July 2020 to April 2021. He is the founder and chief investment officer of M28 Capital Management L.P. (healthcare-focused investment fund) and holds a B.A. in Economics from Carleton College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M28 Capital Management L.P. | Founder, Chief Investment Officer | Since Sep 2019 | Healthcare sector investment leadership |
| Bridger Capital | Partner | Jan 2012–Sep 2019 | Investment leadership |
| N30 Pharmaceuticals | Various roles (biotech) | Prior to investing career | Operational/biotech experience |
| Chiron Corporation | Various roles | Prior to investing career | Operational/biotech experience |
| L.E.K. Consulting | Various roles | Prior to investing career | Transactional/consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fractyl Health, Inc. | Director | Current | Metabolic therapeutics company |
| SQZ Biotechnologies Company | Director | Former | Prior public company board |
Board Governance
- Independence: Board has affirmatively determined all current directors and nominees, including Elia, are independent under Nasdaq Rule 5605(a)(2) .
- Board leadership: Independent Board Chairperson (Elia) with separated roles from the principal executive officer; Chair presides over meetings, sets agendas, and convenes independent sessions .
- Committee assignments and expertise:
- Audit Committee member (Elia), alongside Tamsin Berry and Kevin F. McLaughlin; McLaughlin is Audit Committee chair and audit committee financial expert .
- Compensation Committee membership: current members are Srishti Gupta, M.D. and Christine Lindenboom; Kevin F. McLaughlin anticipated post-2025 Annual Meeting .
- Attendance: Board held nine meetings in 2024; each director attended at least 75% of Board and relevant committee meetings .
- Executive committee: In May 2024, the Board formed an executive committee led by Elia (members: Lindenboom and Cotter); Elia waived the $5,000/month committee retainer; committee dissolved in January 2025 .
- Risk oversight: Board and committees oversee financial, cybersecurity, legal compliance, and compensation-related risk .
- Policies: Hedging prohibited; insider trading policy and clawback policy (Rule 10D-1) adopted in 2023 for executives .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 85,500 | Board/committee cash retainers under policy |
| Annual Board retainer | 40,000 | Standard non-employee director retainer |
| Board Chair additional retainer | 30,000 | Chair supplement |
| Audit Committee member retainer | 7,500 | Per member |
Policy notes: Committee chair retainers—Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $8,000. Other committee members—Compensation $5,000; Nominating & Corporate Governance $4,000. Paid quarterly; amounts pro-rated upon partial-year service .
Performance Compensation
| Grant Date | Options (#) | Exercise Price ($/share) | Form Type | Vesting | Term |
|---|---|---|---|---|---|
| 2024-05-21 | 50,000 | 2.21 | Form 4 | Annual director grant; vests by next annual meeting | 10 years |
| 2025-05-20 | 50,000 | 0.8092 | Form 4 | Annual director grant; vests by next annual meeting | 10 years |
- Director equity policy: Initial option grant 100,000 shares for new directors (1/3 vesting year 1, remainder monthly to year 3); annual option grant 50,000 shares (vests on earlier of first anniversary or next annual meeting). Exercise price equals Nasdaq closing price on grant date; options accelerate upon change in control; standard 10-year term; 12-month post-termination exercise (non-cause) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| M28 Capital Management L.P. | Elia is CIO/Managing Member; M28 funds beneficially own 9,248,250 IVVD shares | Large shareholder plus Board Chair—potential influence risk; Elia exercises investment discretion over M28 holdings; also holds 241,666 options (within 60 days) |
| Adimab, LLC | Major shareholder (18.1%); board interlocks with other IVVD directors (McGuire, Royan) | Related party agreements with IVVD (assignment, collaboration, platform transfer, services); Elia not disclosed as Adimab director |
| PHP | Services agreement and warrant; connections to other directors (Berry, Meanwell) | Terminated MSA; warrant with market-cap vesting; not linked to Elia |
Expertise & Qualifications
- Broad operational and transactional experience across pharma/biotech (N30, Chiron) and strategy at L.E.K.; founder/CIO of healthcare investment fund (M28) .
- Audit Committee service; independent Board Chair; governance leadership .
- Education: B.A., Economics (Carleton College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Marc Elia (includes options exercisable within 60 days) | 9,489,916 | 7.9% | Includes 9,248,250 shares held by M28-managed funds and 241,666 options; shares outstanding at record date: 119,961,445 |
| M28 Capital Management L.P. (funds/accounts) | 9,248,250 | 7.7% | Elia is CIO and manages the GP; shared voting/dispositive power |
| Options held as of 12/31/24 (director-level) | 250,000 | — | Director option inventory; director grants are time-based |
- Hedging/Pledging: Hedging transactions are prohibited by policy; no pledging disclosure for directors found in proxy .
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price ($) | Post-Transaction Derivative Holdings | Link |
|---|---|---|---|---|---|---|---|
| 2025-05-22 | 2025-05-20 | A (Award) | Stock Option (Right to Buy) | 50,000 | 0.8092 | 50,000 | |
| 2024-05-23 | 2024-05-21 | A (Award) | Stock Option (Right to Buy) | 50,000 | 2.21 | 50,000 |
Governance Assessment
-
Strengths
- Independent Board Chair (Elia) with clear separation from management; supports objective oversight and accountability .
- Audit Committee membership and presence of an audit committee financial expert (McLaughlin chair) enhance financial reporting and risk oversight .
- Attendance: At least 75% participation across directors signals engagement; Board held nine meetings in 2024 .
- Compensation Committee uses an independent consultant (Alpine Rewards) covering executive and Board compensation practices; independence evaluated per SEC/Nasdaq factors .
- Hedging prohibited; clawback policy in place for executives; formal insider trading prevention policy filed with 10-K .
-
Potential Risks / RED FLAGS
- Ownership/Influence: Elia is both Board Chair and CIO of M28 Capital, which beneficially owns ~7.7% of IVVD; combined role and stake may create perceived influence or conflict in strategic decisions (mitigated by Board’s independence determination and related party review procedures) .
- Related party ecosystem: Significant agreements with Adimab (18.1% shareholder) and prior PHP arrangements; while not tied to Elia, multiple board interlocks require vigilant related party oversight by the Audit Committee .
- Director pay structure: Equity is time-vested options without performance metrics; while common for directors, it offers limited pay-for-performance linkage relative to executives .
-
Signals for investors
- Executive committee leadership and waiver of additional retainer by Elia in 2024 suggest alignment and cost sensitivity .
- Consistent annual option grants (50,000) and clear, modest cash retainers support standard governance pay practices for emerging growth biotechs .
Additional References
- Say-on-Pay: As an emerging growth company, IVVD is not required to hold say-on-pay or say-on-frequency votes; disclosure limited to Summary Compensation Table and outstanding awards .
- Board Committees: Committee charters available on IVVD’s investor website; composition meets Nasdaq independence rules .
Notes: All details above are extracted from Invivyd’s 2025 definitive proxy statement (DEF 14A) and SEC Form 4 filings.