Terrance McGuire
Director at IVVD
Board
About Terrance McGuire
Terrance McGuire (age 69) is an independent director of Invivyd (IVVD) serving since October 2020. He is co‑founder and a general partner of Polaris Partners, and currently serves on the boards of Seer, Inc. and Tectonic Therapeutic, Inc., with extensive prior board experience across biotech and technology. He holds a B.S. in physics and economics (Hobart College), an M.S. in engineering (Dartmouth’s Thayer School), and an M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alector, Inc. | Director | Not disclosed | Not disclosed |
| Acceleron Pharma, Inc. | Director | Not disclosed | Not disclosed |
| Akamai Technologies, Inc. | Director | Not disclosed | Not disclosed |
| Cubist, Inc. | Director | Not disclosed | Not disclosed |
| Cyclerion Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
| Ironwood Pharmaceuticals, Inc. | Director | Not disclosed | Not disclosed |
| Pulmatrix, Inc. | Director | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Polaris Partners | Co‑founder; General Partner | Not disclosed | Venture capital leadership |
| Seer, Inc. | Director | Not disclosed | Current public company directorship |
| Tectonic Therapeutic, Inc. | Director | Not disclosed | Current public company directorship |
| Adimab, LLC | Director | Not disclosed | Private company; material partner and 18.1% shareholder in IVVD |
| Whitehead Institute for Biomedical Research (MIT) | Board member | Not disclosed | Non‑profit governance |
| Arthur Rock Center for Entrepreneurship (HBS) | Board member | Not disclosed | Academic governance |
| Thayer School of Engineering (Dartmouth) | Board of Advisors | Not disclosed | Academic governance |
| Brigham & Women's Hospital | Scientific Advisory Board | Not disclosed | Hospital advisory role |
Board Governance
- Independence: The Board affirmatively determined all current directors and nominees, including McGuire, are independent under Nasdaq rules; Audit and Compensation committees meet enhanced independence standards .
- Committee assignments: Audit Committee members are Kevin F. McLaughlin (chair), Tamsin Berry, and Marc Elia (per committee report signatures), indicating McGuire is not on Audit . Compensation Committee members are Srishti Gupta, M.D. and Christine Lindenboom (with Kevin F. McLaughlin anticipated post‑meeting), indicating McGuire is not on Compensation . Nominating & Corporate Governance committee membership for McGuire is not specifically disclosed in the proxy’s text rendering .
- Board leadership: Independent Board Chairperson is Marc Elia, separate from management .
- Attendance: In 2024 the Board held 9 meetings; each director attended at least 75% of Board and applicable committee meetings. Five directors attended the 2024 Annual Meeting .
- Committee activity (2024): Audit (5 meetings), Compensation (10), Nominating & Corporate Governance (7) .
Fixed Compensation
| Component | Policy/Amount | 2024 McGuire Actual |
|---|---|---|
| Annual Board Cash Retainer | $40,000 per non‑employee director | $44,000 fees earned in cash |
| Committee Chair Cash Retainers | Audit $15,000; Compensation $10,000; Nominating $8,000 | Not disclosed for McGuire |
| Committee Member Cash Retainers | Audit $7,500; Compensation $5,000; Nominating $4,000 | Not disclosed for McGuire |
| Meeting Fees | Not disclosed | Not disclosed |
| Executive Committee Retainer | $5,000/month (May 2024–Jan 2025) for designated members; Elia waived | Not applicable to McGuire (not listed) |
Performance Compensation
| Equity Component | 2024 Value/Terms | Vesting/Other Terms |
|---|---|---|
| Option awards (grant‑date fair value) | $65,270 (2024 director option award) | Director annual option: 50,000 shares granted at each annual meeting; vests on earlier of first anniversary or next annual meeting |
| Initial director option (for new directors) | 100,000 shares at first appointment (policy, amended Mar 2023) | 1/3 on first anniversary, then 1/36 monthly to full vest at 3 years |
| Exercise price | Closing price on grant date; 10‑year term | Post‑termination exercise: 12 months unless for cause |
| Change‑in‑control | Director options subject to accelerated vesting upon change in control | Accelerates per policy |
Other Directorships & Interlocks
| Entity | Relationship to IVVD | McGuire’s Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Adimab, LLC | 18.1% beneficial owner; strategic discovery/licensing partner | Board member | Multiple material agreements (Assignment & License, Collaboration, Platform Transfer, Sequencing) and cash/milestone/royalty payments; reviewed under Related Person Transactions policy |
| Polaris‑affiliated funds | 5.7%+ holdings via Polaris entities | GP/interest holder in GPs | Shared voting/dispositive power; McGuire has roles in GPs; options included in his total |
Expertise & Qualifications
- Venture capital leadership focused on biotech; prior and current public company board service across therapeutics and tech .
- Education: B.S. physics/economics (Hobart), M.S. engineering (Dartmouth Thayer), M.B.A. (Harvard) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 7,008,590 shares (5.8% of outstanding) | Includes Polaris‑affiliated holdings; shared voting/dispositive powers as described |
| Options outstanding | 210,593 options (as of Dec 31, 2024) | Included in director option rollforward; specific vest status not disclosed |
| Ownership guidelines | Not disclosed | — |
| Shares pledged as collateral | Not disclosed | — |
| Hedging policy | Company prohibits hedging by directors and employees |
Governance Assessment
- Alignment and influence: Significant beneficial ownership (5.8%) via Polaris‑affiliated entities signals financial alignment, though shared control structures may complicate direct accountability .
- Independence and attendance: Board determined independence; attendance threshold met (≥75%), supporting baseline effectiveness .
- Committee positioning: Not on Audit or Compensation committees, reducing direct influence over financial reporting and pay design; committee memberships otherwise not specified in text rendering .
- Director pay structure: Modest cash retainer with equity options consistent with market practice; change‑in‑control acceleration exists, which can be investor‑unfriendly if not coupled with strong performance rationale .
- Related‑party exposure:
- Adimab interlock is material. IVVD made milestone and royalty payments and maintains multiple agreements; Adimab is a major shareholder. Audit Committee oversees related‑party transactions under formal policy, mitigating but not eliminating conflict risk .
- Polaris holdings create potential perceptions of influence over strategic direction; disclosures detail governance of GPs and McGuire’s roles .
- Controls and policies: Insider trading and hedging prohibitions and a clawback policy exist, supporting governance hygiene; company is an emerging growth company and thus exempt from say‑on‑pay advisory votes at this time .
RED FLAG: Board interlock with Adimab (supplier/shareholder) given scale of payments and strategic agreements; requires sustained Audit Committee oversight under the Related Person Transactions Policy to protect minority shareholders .
Signal: Meaningful ownership and long biotech board tenure can enhance strategic guidance and investor confidence if conflicts are actively managed and committee governance remains robust .
Appendix: Director Compensation Detail (2024)
| Item | Amount |
|---|---|
| Fees earned (cash) | $44,000 |
| Option awards (grant‑date fair value) | $65,270 |
| Total | $109,270 |
| Options held (as of 12/31/2024) | 210,593 |
Appendix: Board & Committee Activity (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 9 |
| Audit Committee | 5 |
| Compensation Committee | 10 |
| Nominating & Corporate Governance Committee | 7 |