Brian Thomas
About Brian C. Thomas
Brian C. Thomas, Ph.D. (age 56) is Metagenomi’s Co‑Founder, Chief Executive Officer, Chair of the Board, and a Class III director; he has served as CEO since September 2016 and became Chair in February 2024 . He is not independent under Nasdaq rules due to his executive role . Dr. Thomas holds a B.Sc. in cellular biology and a Ph.D. in biochemistry from the University of Kansas, and completed post‑doctoral research in computational biology at UC Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, Berkeley | Program Manager | 2001–2017 | Academic program management; biotech research interface |
| EOS Biotechnology (now PDL, Inc.) | Lead Bioinformatics Scientist | 1999–2001 | Computational biology and bioinformatics leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Haya Therapeutics, Inc. | Chairman of the Board | Since Dec 2022 | External public/private company role; governance expertise |
Board Governance
- Board leadership is combined: Dr. Thomas serves as both Chair and CEO; the Board maintains a Lead Independent Director (Willard H. Dere, M.D.) to balance independent oversight .
- Independence: Dr. Thomas is not independent; majority of directors and all committee members are independent per Nasdaq and SEC rules .
- Committees: Dr. Thomas is not a member of the audit, compensation, or nominating and corporate governance committees; each committee is fully independent .
- Attendance/Engagement: The Board held 11 meetings in 2024; each incumbent director attended at least 75% of the aggregate Board and applicable committee meetings, with executive sessions of non‑employee directors at regularly scheduled meetings .
- Executive sessions and ESG oversight: Regular executive sessions; Board oversight includes risk, cybersecurity, and ESG matters through committee structures .
Board Committee Memberships (Thomas)
| Committee | Membership | Chair Role |
|---|---|---|
| Audit | None | — |
| Compensation | None | — |
| Nominating & Corporate Governance | None | — |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 516,667 | Pre‑IPO year; bonus paid $20,000 |
| 2024 | 650,000 | Base increased effective Mar 1, 2024 |
| 2025 | 666,000 | Approved Feb 2025 by Board |
- Dr. Thomas does not receive additional cash retainers or meeting fees for director service (employee director); non‑employee director pay is disclosed separately .
Performance Compensation
| Component | 2024 Terms/Outcomes | Detail |
|---|---|---|
| Target Bonus % of Salary | 60% | Increased from 50% in 2023 |
| 2024 Bonus Payout | 68% of target | Applied uniformly by committee |
| Non‑Equity Incentive Paid (2024) | $265,200 | Consistent with 68% of $390,000 target |
| Stock Awards (RSUs) – Grant Date Fair Value (2024) | $1,287,493 | RSUs granted in 2024 under 2024 Plan |
| Option Awards – Grant Date Fair Value (2024) | $3,860,492 | Options granted in 2024 under 2024 Plan |
Equity Award Details (Outstanding at 12/31/2024)
| Grant Date | Type | Shares/Units | Strike | Expiration | Vesting Schedule | Notes |
|---|---|---|---|---|---|---|
| 04/01/2024 | Stock Options | 500,323 | $10.82 | 03/31/2034 | 25% at 1‑yr; remainder monthly over 36 months (service‑based) | 2024 Plan terms |
| 04/01/2024 | RSUs | 118,992 | — | — | 25% on 06/05/2025; remainder in 12 equal quarterly installments | 2024 Plan |
| 11/02/2021 | Restricted Common Stock | 15,668 | — | — | 25% at 1‑yr; then monthly to 4 years | Exchanged from LLC profits interests |
| 05/26/2022 | Restricted Common Stock | 65,478 | — | — | Same as above | — |
| 06/26/2023 | Restricted Common Stock | 33,784 | — | — | Same as above | — |
Performance Metric Framework
| Program | Metrics/Focus | Notes |
|---|---|---|
| Senior Executive Cash Incentive Bonus Plan | Financial and operational measures; company and individual targets | 2024 bonus goals emphasized R&D, business development, and organizational goals |
| Clawback Policy | Restatement‑triggered recoupment of incentive compensation | Effective Jan 5, 2024 |
Severance and Change‑in‑Control Provisions (CEO)
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity |
|---|---|---|---|---|
| Termination without Cause / Good Reason (outside CIC) | 9 months base (Thomas Employment Agreement) | Pro‑rated target bonus | 9 months | No acceleration |
| Termination without Cause / Good Reason (during CIC period) | 12 months base (Thomas Employment Agreement) | Pro‑rated target bonus | 12 months | Full acceleration |
| Severance Policy (company‑wide CIC policy; supersedes if richer) | 18 months base (CEO) | 100% of annual target bonus (pro‑rated) | 18 months | Full acceleration (time‑based); performance awards per agreement terms |
| 280G/4999 Tax Treatment | Cutback to maximize net after‑tax benefit; no gross‑ups | — | — | — |
Other Directorships & Interlocks
| Company | Role | Public/Private | Committee Roles |
|---|---|---|---|
| Haya Therapeutics, Inc. | Chairman of the Board | Not disclosed | Not disclosed |
- Board interlock context: Director Juergen Eckhardt, M.D., M.B.A. is Head of Leaps at Bayer AG; Bayer HealthCare LLC holds 10.8% of MGX shares, indicating a significant investor‑director nexus on the MGX board (monitoring item for potential influence) .
Expertise & Qualifications
- Founding biotech executive with substantial academic and computational biology background; prior leadership at UC Berkeley and EOS Biotechnology .
- Deep domain expertise in cellular biology, biochemistry, and computational biology; chair experience at another therapeutics company .
Equity Ownership
| Holder | Shares | % Outstanding | Composition |
|---|---|---|---|
| Brian C. Thomas, Ph.D. | 2,552,958 | 6.8% | 2,287,215 common; 175,674 shares issuable within 60 days (RSUs/options); 90,069 restricted common stock subject to future vesting |
- Hedging/Pledging: Company policy prohibits short sales, derivatives, hedging, and pledging of Company securities by directors and employees, strengthening alignment and reducing collateral risk .
Governance Assessment
- Board effectiveness: Combined CEO/Chair structure increases leadership clarity; mitigated by a Lead Independent Director with authority over agendas and independent director meetings, and fully independent committees .
- Independence & attendance: Dr. Thomas is not independent; Board maintained majority independence and met 11 times in 2024 with strong attendance (≥75% for all incumbents) and regular executive sessions—positive engagement signals .
- Compensation structure: CEO pay in 2024 mixed cash and equity (RSUs and stock options), with bonuses tied to operational/R&D objectives and a formal clawback policy—alignment with performance with appropriate recovery protections .
- Change‑in‑control terms: Full acceleration and substantial severance under CIC (Severance Policy provides richer terms than the individual agreement), plus 280G cutback; potential pay‑practice concern for investors in a control transaction, but typical for emerging biopharma .
- Ownership alignment: Material personal stake (6.8%) and anti‑hedging/anti‑pledging policy support shareholder alignment; no director‑specific related‑party transactions disclosed for Dr. Thomas .
- Compensation governance: Independent compensation committee and independent consultant (Aon) selected via competitive process; committee assessed consultant independence and found no conflicts—strong process quality .
RED FLAGS (monitoring):
- Combined Chair/CEO structure can concentrate power; effectiveness depends on Lead Independent Director rigor and executive session cadence .
- CIC acceleration and elevated severance under the Severance Policy could raise pay‑for‑performance concerns in a sale scenario; ensure robust disclosure of performance conditions on any performance‑based awards .
- Significant investor‑director nexus via Bayer’s 10.8% ownership and a director affiliated with Bayer warrants ongoing monitoring for potential conflicts in strategic or partnering decisions .