Ramnik Xavier
About Ramnik Xavier
Independent director since April 2022; age 63 as of April 22, 2025. Xavier is a leading immunology and microbiome researcher: Core Institute Member at the Broad Institute (since 2018), Director of the Klarman Cell Observatory, Director of Broad’s Immunology Program (since 2019), Co‑Director of Broad’s Infectious Disease & Microbiome Program (since 2016); Professor of Medicine at Harvard Medical School (Kurt J. Isselbacher Professor) since 2013; Director of the Center for Computational & Integrative Biology and member in Molecular Biology at Massachusetts General Hospital (since 2018); Co‑Director of the Center for Microbiome Informatics & Therapeutics at MIT (since 2014). Education: M.B.Ch.B. (Hons.), Godfrey Huggins School of Medicine, University of Zimbabwe; Ph.D., University of Groningen (Netherlands) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broad Institute of MIT & Harvard | Core Institute Member | Since 2018 | Leads Klarman Cell Observatory; Immunology Program Director; Co-Director Infectious Disease & Microbiome Program |
| Harvard Medical School | Professor of Medicine (Kurt J. Isselbacher Professor) | Since 2013 | Academic leadership in immunology and computational biology |
| Massachusetts General Hospital | Director, Center for Computational & Integrative Biology; Member, Molecular Biology | Since 2018 | Research leadership and integrative biology oversight |
| MIT | Co‑Director, Center for Microbiome Informatics & Therapeutics | Since 2014 | Computational microbiome therapeutics focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Broad Institute of MIT & Harvard | Director, Klarman Cell Observatory; Program Director/Co‑Director (Immunology; Infectious Disease & Microbiome) | Since 2016–2019 | Senior scientific leadership |
| Harvard Medical School | Professor of Medicine | Since 2013 | Named professorship indicates peer recognition |
| Massachusetts General Hospital | Director, Center for Computational & Integrative Biology; Member, Department of Molecular Biology | Since 2018 | Hospital research leadership |
| MIT | Co‑Director, Center for Microbiome Informatics & Therapeutics | Since 2014 | Academic co‑leadership |
Board Governance
- Independence: Board determined Xavier is independent under Nasdaq rules .
- Committee assignments (2024): None (not a member of Audit, Compensation, or Nominating) .
- Board meeting attendance: Board met 4 times in 2024; each member attended at least 75% of aggregate Board and committee meetings while serving .
- Board leadership and engagement context:
- Independent Chair (Simon Sturge); independent directors meet in executive session at every regular Board meeting .
- Governance structure includes classified board, supermajority voting for bylaw amendments and director removal, plurality voting for directors, and no shareholder‑called meetings between AGMs .
| Committee | Member? | 2024 Meetings |
|---|---|---|
| Audit | No | 4 |
| Compensation | No | 2 |
| Nominating | No | 2 |
Fixed Compensation
- Director compensation program (non‑employee directors; quarterly cash retainers):
- Annual Board retainer: $40,000
- Board Chair retainer: $35,000
- Audit: Chair $17,500; member $7,500
- Compensation: Chair $12,000; member $5,000
- Nominating: Chair $8,000; member $4,000
- Non‑Board committees (e.g., Scientific Advisory Board): $35,000 .
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2024 | $75,000 | Earned under director compensation program; program includes $40,000 annual retainer and specified committee retainers |
Performance Compensation
| Grant Date | Instrument | Shares/Options | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Jun 6, 2024 | Stock Options | 7,688 | $225,005 | Vests in full at earlier of 1‑yr anniversary, next AGM, or Change of Control; service‑based |
| Metric | Amount |
|---|---|
| Aggregate outstanding options (12/31/2024) | 63,985 |
| Options exercisable within 60 days (for beneficial ownership calc) | 48,985 |
No director performance metrics (TSR/revenue/ESG) are tied to director compensation; director equity is service‑based per program description .
Other Directorships & Interlocks
- Public company boards: None noted in Xavier’s MLTX proxy biography (other directors list external public boards; Xavier biography does not) .
- Board interlocks of peers (context for potential influence): BVF Partners L.P. is a 31.1% Class A holder; director Spike Loy has an agreement to transfer economic benefit of his option exercises to BVF Partners, L.P. .
Expertise & Qualifications
- Specializations: Characterization of genetic variants; chemical biology approaches to cellular disease; computational approaches to diseases and treatments .
- Recognized leadership: Directorships of major programs (Broad; MIT; MGH) and named professorship at HMS .
- Education: M.B.Ch.B. (Hons.), University of Zimbabwe; Ph.D., University of Groningen .
Equity Ownership
| Holder | Class A Shares | % Class A | Class C Shares | % Class C | Notes |
|---|---|---|---|---|---|
| Ramnik Xavier | 48,985 | <1% | — | — | Consists entirely of Class A shares underlying options exercisable within 60 days (3) |
- Aggregate outstanding options: 63,985 as of December 31, 2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock .
Governance Assessment
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Strengths:
- Independent director with deep domain expertise in immunology, computational biology, and microbiome science, aligned with MLTX’s therapeutic focus .
- Meets independence requirements; Board uses independent Chair and executive sessions to enhance oversight .
- Attendance threshold met; board‑level meeting cadence documented .
- Director pay structure balanced with modest cash retainers and service‑based option grants; no director‑specific performance bonuses or complex pay elements disclosed .
-
Watch‑items / potential red flags:
- Xavier holds no committee assignments (Audit/Comp/Nominating), which may limit direct involvement in key governance processes (risk, pay, nominations) .
- Broader governance features (classified board, supermajority requirements, no shareholder‑called meetings) reduce shareholder flexibility and may be viewed as entrenching; investors should consider engagement history and rationale provided by the Board .
- Related‑party and interlock context: Significant shareholder BVF Partners has economic arrangements with a sitting director (Loy); while compliant with disclosures, investors should monitor independence dynamics and information flow on the Board .
-
No related‑party transactions disclosed involving Xavier; no hedging/pledging permitted under policy .