Jian Irish
About Jian Irish
Jian Irish, Ph.D., M.B.A., age 61, serves as President and Chief Operating Officer (COO) of Metagenomi, Inc. (MGX) and as a Class III director; she has been COO since January 2021 and President since November 2021 . Her background spans senior operating and supply chain leadership at Kite Pharma (SVP Global Head of Manufacturing; SVP Supply Chain), Sanofi (VP roles in Biologics Supply/Partnerships/External Manufacturing and Product Development), and Amgen (operations leadership across JAPAC Supply, Contract Manufacturing, Kirin-Amgen JV officer, and global operations) . She holds a B.S. in Chemical Engineering (East China University of Science and Technology), an M.S. and Ph.D. in Pharmaceutical Sciences (Chiba University), and an M.B.A. from UCLA Anderson . As a management director, she is not independent under Nasdaq rules; the company mitigates dual-role governance with a Lead Independent Director and fully independent committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Metagenomi (MGX) | President; COO | President since Nov 2021; COO since Jan 2021 | Scaled operations post-IPO; executive and board leadership |
| Kite Pharma (Gilead) | SVP Global Head of Manufacturing; SVP Supply Chain | Sep 2016 – Dec 2020 | Built/led global cell therapy manufacturing and supply chain |
| Affini-T Therapeutics | Interim COO | Jan 2021 – Jan 2022 | Transitional operating leadership at cell therapy startup |
| Fosun Kite (JV) | Interim CTO; Board Member | Oct 2018 – Apr 2020 | Technology leadership and board oversight in China JV |
| Sanofi | VP Biologics Supply/Outsourcing/Partnerships/External Manufacturing; VP Product Development | Dec 2014 – Aug 2016 | External manufacturing and biologics supply leadership |
| Amgen | Various operations leadership roles (Exec Dir JAPAC Supply; Exec Dir Contract Mfg; Officer Kirin-Amgen JV; Global Operations Team Leader) | Jan 2000 – Sep 2014 | Global operations, regional supply, partnerships/JV oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ori Biotech | Advisor | Current (as of proxy) | External advisory role in bioprocessing/CGT automation |
| ORCA Biosystems | Advisor | Prior | Prior advisory role |
| ViTToria Biotherapeutics | Advisor | Prior | Prior advisory role |
Board Service and Governance
- Board service history: Class III director; term runs to 2027 annual meeting; attends as management director .
- Committee roles: None; audit, compensation, and nominating/governance committees comprised entirely of independent directors .
- Independence: Not independent due to executive role (COO); Lead Independent Director (Willard H. Dere) chairs key committees, and CEO also serves as Board Chair, with LID structure used to offset combined roles .
- Attendance: Each incumbent director attended at least 75% of Board/committee meetings in 2024 .
- Director compensation: As an executive director, she receives no additional director fees (director pay policy applies only to non-employee directors) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 465,000 | 536,333 (base increased to $550,000 effective Mar 1, 2024) |
| Target Bonus % of Salary | 45% | 50% |
| Bonus ($) – One-time special | 15,000 | — |
Additional 2025 adjustment: base salary increased to $564,000 approved Feb 2025 .
Performance Compensation
- Annual bonus framework: Company and individual goals focused on R&D milestones, business development, and organizational goals; 2024 payout set at 68% of target for NEOs (including Irish) .
| Year | Target Bonus % | Payout % of Target | Actual Annual Incentive ($) |
|---|---|---|---|
| 2024 | 50% of salary | 68% | 187,000 |
| 2023 | 45% of salary | Not disclosed | 231,449 |
- Equity awards (2024 grants and vesting terms):
- Options: 296,308 options granted 4/1/2024; strike $10.82; expire 3/31/2034; vest 25% on 4/1/2025 and monthly thereafter over 36 months, subject to service .
- RSUs: 70,471 RSUs granted 4/1/2024; vest 25% on 6/5/2025, then in 12 equal quarterly installments, subject to service .
- 2024 grant-date valuation: Option awards $2,286,313; stock awards (RSUs) $762,496 .
| Instrument | Grant Date | Quantity | Strike/Price | Vesting | Expiration/Notes |
|---|---|---|---|---|---|
| Stock Options | 04/01/2024 | 296,308 | $10.82 | 25% on 04/01/2025; then 36 monthly installments | 03/31/2034 |
| RSUs | 04/01/2024 | 70,471 | — | 25% on 06/05/2025; then 12 quarterly installments | Time-based; service required |
| 2024 Grant-Date Fair Value ($) | — | — | — | Options: $2,286,313; RSUs: $762,496 | — |
Performance metrics, weightings, and specific targets/actuals beyond the payout rate are not disclosed .
Equity Ownership & Alignment
- Total beneficial ownership: 689,467 shares (1.8% of outstanding) as of April 14, 2025 .
- Breakdown: 173,062 shares held directly; 178,483 via Bruce Irish 2023 Irrevocable Trust; 178,482 via Jian Irish 2023 Irrevocable Trust; 104,040 shares issuable within 60 days via RSUs/options; 55,400 restricted common shares subject to future vesting .
- Unvested awards at 12/31/2024: 85,764 shares of restricted common stock (from LLC-to-C corp conversion) and 70,471 RSUs (FMV $254,400 at $3.61/share); options unexercisable 296,308 at $10.82 .
- Pledging/hedging: Company policy prohibits pledging, hedging, short sales, and derivatives by directors and officers, reducing alignment risk .
- Trading plans: Rule 10b5-1 plans permitted under policy; sales may occur pursuant to such plans .
- Clawback: Nasdaq/SEC-compliant compensation recovery policy effective Jan 5, 2024 .
| Ownership Detail | Quantity / Status |
|---|---|
| Total beneficial ownership | 689,467 shares; 1.8% of outstanding |
| Direct common | 173,062 shares |
| Trusts | 178,483 (Bruce Irish Trust); 178,482 (Jian Irish Trust) |
| Near-term issuable (≤60 days) | 104,040 shares via RSUs/options |
| Unvested restricted common (legacy) | 85,764 shares (various grants) |
| Unvested RSUs (12/31/24) | 70,471 ($254,400 at $3.61) |
| Options (12/31/24) | 296,308 unexercisable; $10.82 strike; exp. 3/31/34 |
| Pledging/Hedging | Prohibited by policy |
Insider selling pressure watch-outs:
- Option 1-year cliff on 4/1/2025 and RSU 25% vest on 6/5/2025 create concentrated liquidity windows; subsequent monthly/quarterly vesting continues thereafter .
Employment Terms
- Employment: At-will; initial offer letter dated Jan 19, 2021; promoted to President Nov 1, 2021 .
- 2024–2025 compensation updates: Base increased to $550,000 effective Mar 1, 2024; target bonus raised to 50% of salary; 2025 base approved at $564,000 .
- Restrictive covenants: Employee Invention Assignment and Confidentiality Agreement with non-solicit for 12 months post-employment .
- Individual severance (Offer Letter): If terminated without Cause or resigns for Good Reason, eligible for 6 months base salary, pro-rated bonus, and 6 months vesting acceleration; superseded if greater benefits payable under Severance Policy .
- Company Severance & Change-in-Control (CIC) Policy (generally replaces prior terms unless legacy is better):
- Non-CIC termination (Tier 2 officer, which includes NEOs other than CEO): 9 months salary continuation and 9 months employer health contribution .
- CIC window (within 1 year after sale event): 12 months salary lump sum, pro-rated 100% target bonus, 12 months employer health contribution, and full acceleration of time-based equity; performance-based per award terms .
- Death/disability/retirement: pro-rated target bonus and full acceleration of time-based awards (performance awards per terms) .
- 280G mitigation: “Best net” cutback if excise tax applies .
Director Compensation (as director)
| Item | Policy/Status |
|---|---|
| Director fees/equity for non-employee directors | Defined retainers and option grants; initial $600k-equivalent options; annual $300k-equivalent options; policy amended Jan 2025 to 42,000/21,000 option caps subject to value limits |
| Executive directors (incl. Irish) | No additional director compensation |
Risk Indicators and Red Flags
- Governance: CEO also serves as Board Chair; mitigated by a Lead Independent Director and fully independent committees .
- Hedging/pledging: Prohibited, reducing alignment concerns .
- Clawback: Implemented and effective .
- Say-on-Pay: As an Emerging Growth Company, MGX has reduced compensation disclosures and is not required to conduct say-on-pay votes, lowering near-term external feedback pressure on pay practices .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus paid at 68% of target, directly tied to achievement against disclosed corporate/individual goals—evidence of non-formulaic but disciplined outcomes; equity is significant (2024 options and RSUs totaling ~$3.05M grant-date value) aligning long-term incentives with shareholders .
- Near-term supply risk: 25% option vest on 4/1/2025 and 25% RSU vest on 6/5/2025 may increase insider selling capacity; however, hedging/pledging prohibitions and 10b5-1 plan policy encourage orderly, pre-programmed sales .
- Retention and CIC economics: Outside CIC, Tier 2 severance (9 months salary/benefits) is moderate; within CIC window, 12 months salary, pro-rated 100% target bonus, 12 months benefits, and full time-based vesting acceleration provide meaningful retention through transaction close while keeping costs within small-cap biotech norms .
- Governance check: As an executive director and non-independent, Irish’s dual role is balanced by an active Lead Independent Director and independent committees; no committee memberships limit potential conflicts, supporting governance quality during strategy and M&A decisions .