Willard Dere
About Willard H. Dere
Willard H. Dere, M.D., age 71, is Lead Independent Director at Metagenomi, Inc. (MGX). He has served on MGX’s board since August 2021 and was appointed Lead Independent Director in November 2024; he is nominated for re‑election as a Class I director for a term through the 2028 annual meeting . Dr. Dere earned a B.A. in history and zoology and an M.D. from UC Davis, with postdoctoral training in internal medicine at the University of Utah and endocrinology/metabolism at UCSF; his core credentials span drug development leadership at Amgen and Eli Lilly and academic leadership at the University of Utah .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Utah School of Medicine | Professor of Internal Medicine; later Professor Emeritus | Nov 2014–Jul 2022; Emeritus since Jul 2022 | Associate VP for Research; Co-Director, Center for Genomic Medicine; Co-Director, Utah Clinical and Translational Science Institute |
| Amgen, Inc. | SVP Global Development & Corporate; International Chief Medical Officer | Jul 2003–Oct 2014 | Led global development; senior medical leadership |
| Eli Lilly and Company | Clinical research, regulatory affairs & safety positions | 1989–2003 | Drug development/regulatory leadership |
| Indiana University School of Medicine | Assistant/Clinical Associate Professor | 1989–2009 | Academic medicine roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Angitia | Chief Advisor and Chief Medical Officer | Since Jul 2022 | Executive advisory role |
| BioMarin | Director | Current | Public company board |
| Seres | Director | Current | Public company board |
| Mersana | Director | Current | Public company board |
| Radius Health | Director | Nov 2014–Aug 2022 | Former public company board |
| Surrozen; AliveGen; Heranova Lifesciences | Scientific Advisory Board member | Current | External scientific advisory roles |
Board Governance
- Board leadership: MGX combines Chair and CEO roles (held by Brian C. Thomas); Dr. Dere serves as Lead Independent Director, acting as liaison between independent directors and management, reviewing agendas, and calling independent director sessions .
- Independence: The board determined Dr. Dere is independent under Nasdaq and SEC rules; MGX’s committees are composed entirely of independent directors .
- Committee assignments and chair roles: Dr. Dere chairs the Compensation Committee and the Nominating & Corporate Governance Committee, and serves as a member of the Audit Committee .
- Attendance and engagement: The full Board met 11 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Audit Committee met 4 times; Compensation Committee met 3 times; Nominating & Corporate Governance Committee met 3 times; independent directors met in executive session at each regular meeting .
- Risk oversight: Compensation Committee oversees compensation-related risk; Audit Committee oversees accounting, financial reporting and cybersecurity risk; Nominating & Corporate Governance oversees independence and potential conflicts .
Fixed Compensation
| Item | 2024 Amount/Structure | Notes |
|---|---|---|
| Cash fees earned (Dere) | $63,482 | Annual cash compensation earned for Board/committee service in 2024 |
| Board annual retainer (policy) | $40,000 | Payable quarterly; prorated for partial years |
| Committee chair retainers (policy) | Audit Chair: $15,000; Compensation Chair: $15,000; Nominating Chair: $10,000 | Policy rates |
| Committee member retainers (policy) | Audit Member: $7,500; Compensation Member: $7,500; Nominating Member: $5,000 | Policy rates |
| Non‑executive Chair additional retainer | $40,000 | Not applicable to Dere (Lead Independent Director) |
| Aggregate annual cap | $1,000,000 in first year; $800,000 thereafter | Includes cash and equity |
Performance Compensation
| Equity Component | 2024/Policy Detail | Vesting/Terms | Notes |
|---|---|---|---|
| Option awards (Dere) | Grant date fair value: $599,953 | Vesting per director policy; time‑based | Accounting fair value; economic value depends on stock performance |
| Options held at 12/31/2024 (Dere) | 78,636 shares underlying options | N/A | Outstanding director options |
| Director Initial Grant (policy) | Value equivalent to $600,000 (amended to 42,000 options, capped at $600,000) | 33% at 1‑year; remaining 67% in 24 equal monthly installments | Subject to service |
| Director Annual Grant (policy) | Value equivalent to $300,000 (amended to 21,000 options, capped at $300,000) | Vests fully on earlier of 1‑year anniversary or next annual meeting | Subject to service |
| Change‑of‑control treatment (policy) | Full acceleration upon sale of the company | Single‑trigger acceleration | Applies to non‑employee director awards |
| Performance metrics tied to director pay | Not disclosed; director equity awards are time‑based, not performance‑based | N/A | No TSR/EBITDA/ESG metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Considerations |
|---|---|---|
| BioMarin | Director | Biopharma; no MGX related‑party transactions disclosed |
| Seres | Director | Biopharma; no MGX related‑party transactions disclosed |
| Mersana | Director | Biopharma; no MGX related‑party transactions disclosed |
| Radius Health | Former Director (2014–2022) | Historical; no current MGX transactions disclosed |
| Angitia | Chief Advisor/CMO | Executive role; no MGX transactions disclosed |
| SABs (Surrozen, AliveGen, Heranova) | Advisory roles | Advisory; no MGX transactions disclosed |
Expertise & Qualifications
- Deep drug development leadership across Amgen (SVP Global Development; International CMO) and Eli Lilly (clinical, regulatory, safety), combined with academic leadership roles at the University of Utah’s genomic and translational science institutes .
- Medical training and specialization in internal medicine and endocrinology/metabolism; MD from UC Davis; postdoctoral work at University of Utah and UCSF .
- Extensive public company board experience (BioMarin, Seres, Mersana; prior Radius Health) and scientific advisory roles, supporting governance and technical oversight .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total beneficial ownership (Dere) | 81,852 shares (51,275 common + 30,577 options exercisable within 60 days) |
| % of shares outstanding | Less than 1% of 37,382,478 shares outstanding |
| Vested vs. unvested | Includes options exercisable within 60 days; additional director options outstanding outside 60‑day window not counted in beneficial ownership percent |
| Hedging/pledging | Company policy prohibits short sales, derivative/hedging transactions, and pledging by directors |
Governance Assessment
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Strengths:
- Lead Independent Director role enhances board independence and agenda‑setting; independent executive sessions held at each regular meeting .
- Chairs two key committees (Compensation; Nominating & Corporate Governance) and sits on Audit, indicating broad governance engagement and oversight .
- Independent status under Nasdaq/SEC; committees fully independent; use of independent compensation consultant (Aon) with conflict‑of‑interest assessment completed in Nov 2024 .
- Director compensation skewed to equity (2024: $63,482 cash vs $599,953 options), indicating alignment with shareholder outcomes .
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Watch items:
- Director equity awards fully accelerate upon a sale of the company (single‑trigger), which can be viewed as a potential misalignment with long‑term continuity post‑transaction; investors should monitor rationale and quantum relative to policy caps .
- Multiple external public‑company board seats could raise time‑commitment concerns in high‑intensity periods; no related‑party transactions disclosed with these companies, but ongoing monitoring is prudent .
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Conflicts/related party:
- MGX’s Audit Committee reviews and approves related‑party transactions; no transactions involving Dr. Dere were disclosed since Jan 1, 2023 .
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Attendance/engagement:
- Board met 11 times in 2024; all incumbent directors met at least 75% attendance threshold; committee activity levels indicate ongoing oversight cadence (Audit: 4; Compensation: 3; Nominating & Corporate Governance: 3) .
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Compensation governance:
- Policy caps aggregate director compensation ($1,000,000 first year; $800,000 thereafter) and relies on time‑vested options with standardized grant sizing (amended in Jan 2025 to 42,000 initial; 21,000 annual, subject to fair value caps), supporting pay discipline and predictability .
- Company‑wide clawback applies to executive incentive‑based compensation following SEC/Nasdaq rules; not specifically described for directors, but signals governance rigor at MGX .
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Say‑on‑Pay context:
- As an emerging growth company, MGX is not required to conduct advisory say‑on‑pay votes; investors should rely on disclosed pay‑for‑performance design and committee independence .