Frederic Guerard
About Frederic Guerard
Frederic Guerard, Pharm.D., age 52, is an independent Class I director of LENZ Therapeutics, serving on the Board since March 2024 after previously serving on LENZ OpCo’s board from September 2021 through the merger closing; he is CEO of Opthea Limited (Nasdaq: OPT; ASX: OPT) since October 2023 and formerly President & CEO of Graybug Vision (2019–2023) . He holds a Pharm.D. and Master of Biological and Medical Sciences from the University of Rouen, France, and a Master of Marketing from HEC Paris, with extensive ophthalmology, biopharma leadership, and drug development credentials . LENZ’s Board affirms his independence (one of six independent directors) under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG | Worldwide Business Franchise Head, Ophthalmology | Apr 2016 – Feb 2019 | Led global ophthalmology business |
| Alcon (Novartis company) | Global Franchise Head, Pharmaceuticals | May 2015 – Apr 2016 | Ophthalmic pharma leadership |
| Novartis AG | Managing Director, UK & Ireland | Jul 2012 – Apr 2015 | Country P&L leadership |
| Novartis AG | Country President & Managing Director, Australia & New Zealand | Apr 2009 – Jul 2012 | Country P&L leadership |
| Graybug Vision, Inc. | President & CEO | Feb 2019 – Mar 2023 | Public company chief executive |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Opthea Limited (Nasdaq: OPT; ASX: OPT) | Chief Executive Officer | Since Oct 2023 | Retina-focused biopharma |
| CalciMedica, Inc. (Nasdaq: CALC) | Director | Current | Public company board member |
Board Governance
- Committees: Compensation Committee Chair; Audit Committee member; Nominating and Corporate Governance Committee membership not indicated for Guerard .
- Independence: Board determined Guerard is independent under Nasdaq standards; six of seven directors are independent .
- Attendance: In 2024 post-merger, the Board held six meetings; each director attended at least 75% of aggregate Board and applicable committee meetings .
- Executive sessions: Non-employee directors meet in executive session at least twice a year, with independent directors also meeting at least twice a year if any non-employee directors are not independent .
- Risk oversight: Audit Committee oversees financial, cyber/privacy, legal/regulatory compliance, and related-party transactions; Compensation Committee oversees compensation risks, plans, clawback policy and stock ownership guideline monitoring .
- Board leadership: Roles of Chair (Jeff George) and CEO are separated to strengthen independent oversight .
Fixed Compensation
Policy cash retainers for non-employee directors and applicable roles:
| Component | Annual Amount ($) |
|---|---|
| Non-employee director retainer | $40,000 |
| Compensation Committee Chair | $12,000 |
| Compensation Committee Member (non-chair) | $6,000 |
| Audit Committee Member | $7,500 |
| Audit Committee Chair | $15,000 |
| Nominating & Corporate Governance Committee Member | $5,000 |
| Nominating & Corporate Governance Committee Chair | $10,000 |
Actual director compensation (FY 2024):
| Metric | FY 2024 |
|---|---|
| Cash fees ($) | $46,423 |
| Option awards – grant-date fair value ($) | $333,804 |
| Total ($) | $380,227 |
| Outstanding options (#, as of 12/31/2024) | 81,468 |
Additional policy features:
- Director compensation limit: Cash + equity cap of $750,000 per fiscal year; $1,000,000 cap in initial year of service (outside director) .
- No per-meeting fees disclosed; reasonable travel expenses reimbursed .
Performance Compensation
Structure of director equity awards under the Outside Director Compensation Policy:
| Award Type | Shares | Vesting | Change-in-Control Treatment | Notes / FY 2024 Value |
|---|---|---|---|---|
| Initial Option Award | 27,000 | Vests monthly over 36 months, subject to continued service | Outside directors fully vest immediately before change in control under 2024 Plan | Policy terms; FY 2024 aggregate option grant-date fair value to Guerard: $333,804 |
| Annual Option Award | 13,500 (prorated in first cycle) | Vests in full on first anniversary of grant, subject to service | Same as above | Policy terms |
- Equity plan clawback: Awards subject to recoupment under Dodd-Frank/stock exchange standards; administrator may impose additional clawback provisions .
- Company-wide clawback policy adopted March 21, 2024 for incentive compensation tied to accounting restatements .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| Opthea Limited (OPT) | CEO | External executive role; independent at LENZ |
| CalciMedica, Inc. (CALC) | Director | External directorship |
- Compensation Committee Interlocks: LENZ compensation committee members were Guerard (chair), Drapkin, Thunen; none served as LENZ executive officers (except Drapkin at Graphite pre-merger) and no reciprocal interlocks disclosed with LENZ executives on other companies’ boards .
Expertise & Qualifications
- Ophthalmology and biopharmaceutical leadership across Novartis/Alcon and public-company CEO experience in Graybug and Opthea; Board asserts qualification via extensive drug development and biotech leadership .
- Financial literacy: Audit Committee members, including Guerard, are financially literate per SEC/Nasdaq requirements; Thunen is the audit committee financial expert .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of 4/14/2025) | 52,080 shares; less than 1% of outstanding |
| Composition of beneficial ownership | Shares subject to options exercisable within 60 days |
| Outstanding options (12/31/2024) | 81,468 options to purchase shares |
| Shares outstanding (reference for % calc) | 27,544,520 shares (as of 4/14/2025) |
| Hedging/pledging | Prohibited for directors under insider trading policy |
- Stock ownership guidelines: Compensation Committee monitors compliance with any stock ownership guidelines (specific director multiples not disclosed) .
Governance Assessment
- Board effectiveness: Guerard chairs Compensation and serves on Audit—positions central to pay design, clawbacks, stock ownership monitoring, financial reporting risk, and related-party oversight . Independence affirmed; separation of Chair and CEO supports independent oversight .
- Alignment and pay structure: Cash is modest and option-heavy; 2024 compensation consisted primarily of equity (option grant-date fair value $333,804 vs. $46,423 cash), consistent with alignment with shareholder value creation . Change-in-control provisions accelerate director equity but within disclosed plan limits; annual caps constrain pay inflation .
- Attendance/engagement: At least 75% attendance at Board/committee meetings during 2024 post-merger period, meeting minimum governance expectations .
- Conflicts and related party exposure: Audit Committee reviews related-party transactions; Nominating & Governance Committee reviews conflicts; no related-party transactions disclosed involving Guerard; hedging/pledging prohibited, reducing misalignment risk .
- Clawback and controls: Company-wide clawback policy and plan-level clawbacks enhance accountability; Audit Committee report evidences formal oversight of auditor independence, internal controls, and financial reporting .
RED FLAGS
- None identified in filings specific to Guerard: no related-party transactions disclosed, no pledging/hedging permitted, committee service and independence affirmed, minimum attendance met .