Chris Cleary

About Chris Cleary

Chris Cleary, age 64, is an independent Class II director of Orchestra BioMed (OBIO) and a member of the Audit Committee, having joined the Board in January 2025. He is CEO of Biomergence Capital LLC (since March 2024), and previously served as Senior Vice President of Corporate Development at Medtronic plc from 2014–2024, leading major M&A including Medtronic’s $50B acquisition of Covidien and numerous deals; he holds a B.A. in Biology from Colorado College. The Board has determined he is independent under Nasdaq rules. His current term (if re-elected) would run to the 2028 annual meeting.

Past Roles

External Roles

Board Governance

• Independence and structure: OBIO’s Board determined Cleary to be independent; the Board has a combined Chair/CEO structure with regular executive sessions of independent directors; Lead Independent Director is Dr. Eric S. Fain. The Board is staggered into three classes.
• Committee assignments: Audit Committee member; Audit is chaired by Pamela Connealy. Compensation Committee (Fain, Aryeh, Pacitti) and Nominating & Corporate Governance (members identified) are fully independent.
• Attendance: In FY2024, each director met at least 75% attendance of Board/committee meetings; (Cleary joined in Jan 2025; 2025 attendance not yet disclosed). The Audit Committee held five meetings in FY2024.

Fixed Compensation

• Policy notes: Cash paid quarterly in arrears; reasonable travel reimbursed. Cleary’s entitlement based on current committee role is $55,000 annually (board retainer + Audit member), subject to any role changes.

Performance Compensation

• Equity program (policy): Annual grants at each annual meeting to non-employee directors include (i) NSO with grant date fair value $85,000 and (ii) RSUs with grant date fair value $40,000, vesting in one installment on the earlier of one year or the next annual meeting. Upon board appointment, directors receive an NSO ($85,000 FV) and RSUs ($40,000 FV) vesting in three equal annual installments, plus a pro-rata portion of the annual award. Change in control, death, or disability accelerates vesting. Annual total director comp cap: $500,000 ($750,000 initial year or for Chair/Lead Independent Director).

Director-specific equity awards (2025 Form 4 filings):

Notes: Awards reflect director equity policy (mix of options and RSUs/time-based vesting). No performance metrics are attached to director equity awards.

Other Directorships & Interlocks

No other current public company directorships for Cleary are disclosed in the proxy.

Expertise & Qualifications

• Corporate development/M&A with extensive healthcare device experience; led transformational $50B acquisition (Covidien) and numerous transactions at Medtronic; substantial GE Capital M&A track record.
• Governance/committee readiness: Audit Committee service; the committee monitors financial reporting, ICFR, and related-party transactions.
• Education: B.A., Biology, Colorado College.

Equity Ownership

Insider Trades

Note: Cleary filed an initial Form 3 on 2025-02-05. https://www.sec.gov/Archives/edgar/data/1814114/000110465925009674/0001104659-25-009674-index.htm

Governance Assessment

• Strengths

  • Board independence determination; service on fully independent Audit Committee; committee oversight includes related-party transactions and ICFR.
  • Deep strategic/M&A expertise relevant to OBIO’s partnership-enabled model; prior leadership of mega-cap transactions suggests high-value network and diligence acumen.
  • Clear director compensation structure with balanced equity mix (options and RSUs) fostering alignment; anti-hedging/insider trading policy reinforces governance discipline.
  • Lock-up participation during August 2025 offering indicates alignment with long-term shareholder value and trading restraint.

• Watch items / potential conflicts

  • Staggered board structure can entrench management and delay control changes—typical for smaller issuers but a governance negative for some investors.
  • Prior senior executive role at Medtronic, a major shareholder and strategic collaborator, raises perceived conflict risk; however, Board has deemed Cleary independent and Audit Committee oversees related-party transactions. OBIO reimbursed Medtronic $4.3M (2024) and $5.7M (2023) under the collaboration.
  • No explicit director stock ownership guidelines disclosed; investors may prefer formal ownership thresholds to strengthen alignment.

• Engagement/attendance

  • FY2024 attendance met Board thresholds; Cleary’s appointment was in Jan 2025, with 2025 attendance not yet reported.

Notes on Committee Structure and Roles

• Audit Committee: Members include Cleary; chaired by Connealy; 5 meetings in FY2024; responsibilities cover auditor selection, ICFR, related-party review, and whistleblower procedures.
• Compensation Committee: Fain (Chair), Aryeh, Pacitti; independent; oversees director and executive compensation and equity plans.
• Nominating & Corporate Governance Committee: Membership indicated in director table; oversees board composition and ESG matters.

Additional Signals

• Director nomination: Cleary stood for election at the June 24, 2025 annual meeting as a Class II director; plurality voting standard.
• Security ownership context: Record date shares outstanding were 38,312,512.
• Major holders: RTW (20.1%), Medtronic (15.3%), Perceptive (12.0%), framing governance dynamics.