Patrick Heron
About Patrick J. Heron
Patrick J. Heron (age 54) is Lead Independent Director of MBX Biosciences and has served on the board since July 2020. He is Managing Partner of Frazier’s Life Sciences team (since 1999), with prior experience helping develop McKinsey & Company’s West Coast biotechnology consulting practice. He holds an MBA from Harvard Business School and a BA from the University of North Carolina at Chapel Hill (Phi Beta Kappa, Morehead Scholar) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Frazier Life Sciences | Managing Partner | Aug 1999 – Present | Life sciences-focused investor |
| McKinsey & Company | Consultant (Biotech practice) | Prior to Aug 1999 | Helped develop West Coast biotechnology consulting practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcutis Biotherapeutics (Nasdaq: ARQT) | Chairman of the Board | Since Jan 2017 | Board leadership |
| HilleVax (Nasdaq: HLVX) | Director | Since Sep 2021 | — |
| Mirum Pharmaceuticals (Nasdaq: MIRM) | Director | Since Nov 2018 | — |
| Scout Bio (private) | Former Chairman | Jan 2018 – Dec 2023 | — |
| SanReno Therapeutics (private) | Former Director | Jan 2022 – Dec 2023 | — |
| Imago Biosciences (acq. by Merck) | Former Director | Oct 2014 – May 2022 | — |
| Vaxcyte (Nasdaq: PCVX) | Former Director | Apr 2017 – Sep 2021 | — |
| Passage Bio (Nasdaq: PASG) | Former Director | Jul 2018 – Jun 2021 | — |
| Iterum Therapeutics (Nasdaq: ITRM) | Former Director | Aug 2015 – Apr 2021 | — |
Board Governance
- Roles: Lead Independent Director; Compensation Committee Chair; member of Compensation and Nominating & Corporate Governance Committees .
- Independence: The board determined all directors other than the CEO are independent under Nasdaq and SEC rules (includes Heron) .
- Committee structure: Audit (Cornelius chair), Compensation (Heron chair), Nominating & Corporate Governance (Pescovitz chair), Science & Medicine (Ryder chair) .
- Board leadership: MBX combines Chair/CEO and appoints a Lead Independent Director to run executive sessions and act as liaison; independent directors meet in executive session at virtually every board meeting .
- Attendance: The full board met 7 times in 2024; each director attended at least 75% of board and assigned committee meetings .
- Committee activity (2024): Audit (1 meeting), Compensation (1), Nominating & Governance (0), Science & Medicine (2) .
Fixed Compensation
| Component (Director Pay) | Policy Amount | 2024 Actual (Heron) |
|---|---|---|
| Board annual cash retainer | $40,000 | $21,516 (fees earned in cash) |
| Lead Independent Director retainer | $20,000 | Included in actual (pro‑rated post-IPO policy) |
| Compensation Committee Chair | $10,000 | Included in actual (pro‑rated) |
| Nominating & Gov’t Committee member | $4,000 | Included in actual (pro‑rated) |
| Meeting fees | Not specified | — |
Notes: MBX adopted a new non‑employee director compensation policy at IPO (Sept 2024); amounts are payable quarterly and prorated for partial years .
Performance Compensation
| Equity Element | Grant Structure | Vesting | 2024 Heron Award (FV) | Outstanding Options (12/31/24) |
|---|---|---|---|---|
| Initial Director Option | 32,000 options upon initial appointment | 1/3 at 1-year; remainder monthly over 24 months; full acceleration on sale | — | Included in total below |
| Annual Director Option | 16,000 options at each AGM; pro‑rated if mid‑cycle | Vests in full by next AGM or 1-year; full acceleration on sale | $191,793 | 15,963 options |
- Heron’s 2024 total director equity award (grant-date fair value): $191,793; total director compensation: $213,309 .
- Equity instrument: non‑statutory stock options; standard vesting; no performance metrics (director equity is time‑based) .
Other Directorships & Interlocks
| Entity | Nature of Interlock |
|---|---|
| Frazier Life Sciences funds | Heron is Managing Partner; Frazier‑affiliated entities are 17.91% holders of MBX common stock . |
| Board venture representation | Board includes partners from NEA (Mathers), Norwest (Aynechi), and OrbiMed (Gordon – departing after 2025 AGM), indicating multiple large investor affiliations . |
Expertise & Qualifications
- Investment and biopharma board experience across discovery to commercial stages; board cites his investment experience and service on numerous boards as key qualifications .
- Education: MBA (Harvard), BA (UNC – Phi Beta Kappa, Morehead Scholar) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Patrick J. Heron | 5,985,347 | 17.91% | Attributed to entities affiliated with Frazier; Heron disclaims beneficial ownership except for pecuniary interest . |
- Shares outstanding used by MBX: 33,424,371 as of April 11, 2025 .
- Pledging/hedging: Company policy prohibits short sales and derivative transactions; pledging requires Audit Committee approval. No pledging by Heron is disclosed .
Related-Party Exposure (Potential Conflicts)
| Financing | Date | Related Holder | Shares | Consideration |
|---|---|---|---|---|
| Series B Preferred | Nov 2022 & Aug 2023 | Frazier Life Sciences X, L.P. | 28,297,265 | $25,065,524.50 |
| Series C Preferred | Aug 2024 | Frazier Life Sciences Public Fund, L.P. | 7,497,087 | $7,721,999.61 |
| Series C Preferred | Aug 2024 | Frazier Life Sciences Public Overage Fund, L.P. | 2,211,650 | $2,277,999.50 |
- MBX states related‑party transactions are subject to Audit Committee review/approval under a policy adopted at IPO (Sept 13, 2024) .
- Board independence determination considered affiliations with major stockholders; all non‑executive directors (incl. Heron) deemed independent .
Independence, Attendance & Engagement
| Item | Status/Detail |
|---|---|
| Independence | Independent director under Nasdaq/SEC (board determination) |
| Lead Independent Director | Yes; responsibilities include presiding over independent sessions and liaison role |
| Committee Assignments | Compensation (Chair); Nominating & Corporate Governance (Member) |
| 2024 Attendance | ≥75% of board and committee meetings for all directors |
| Committee Meetings (2024) | Audit (1), Compensation (1), Nominating & Gov’t (0), Science & Medicine (2) |
Director Compensation Mix (2024)
| Component | Amount |
|---|---|
| Cash Fees | $21,516 |
| Equity (Options, FV) | $191,793 |
| Total | $213,309 |
Governance Assessment
-
Strengths
- Lead Independent Director structure with frequent executive sessions supports board oversight; multiple independent directors and independent committee chairs in place .
- Heron chairs the Compensation Committee; committee engages independent consultant Pearl Meyer (independence assessed; no conflicts) .
- High ownership alignment: significant stake attributed via Frazier funds (17.91%) suggests long‑term investor alignment .
- Director pay is equity‑heavy, aligning incentives with shareholders; clear, market‑standard director pay policy and vesting/acceleration terms .
-
Watch items / potential conflicts
- Venture fund affiliations: Heron (Frazier) and other directors represent significant investors; MBX disclosed large related‑party financings involving these funds in 2023–2024. While governed by policy and independence determinations were made, these ties warrant ongoing scrutiny for potential conflicts in capital allocation or strategic transactions .
- Committee workload and effectiveness: Compensation and Nominating Committees were newly formed in 2024 and met infrequently (one and zero meetings, respectively) given IPO timing; monitoring post‑IPO cadence and depth of oversight is prudent .
-
Other governance notes
- MBX combines Chair/CEO roles but has a Lead Independent Director; board asserts this structure provides unified leadership with independent oversight .
- Insider trading and hedging/pledging restrictions are in place; complaints/whistleblower mechanisms overseen by Audit Committee .
Overall, Heron brings deep biotech investing and board leadership experience, with clear alignment via significant beneficial ownership. The primary governance consideration is managing potential conflicts from venture fund interlocks and ensuring robust committee activity as the company matures post‑IPO .