Gregory Merril
About Gregory Merril
Independent director of BiomX Inc. (PHGE) since March 2024; age 59 and currently a Class II nominee up for election to a term ending at the 2028 annual meeting. Background spans founding and leading medtech/biotech and sensor companies; credited as inventor on 22 issued patents and holds a B.A. in psychobiology from McDaniel College. Prior roles include founding CEO of Adaptive Phage Therapeutics (APT), with deep exposure to drug R&D and clinical development relevant to BiomX’s phage therapies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adaptive Phage Therapeutics (APT) | Founder & CEO; Director | CEO Oct 2016–Oct 2023; Director until Mar 2024 | Phage-therapy developer; prior APT board service creates legacy-transaction context with BiomX’s 2024 acquisition of APT . |
| Yost Labs | Chief Executive Officer | Aug 2015–Dec 2017 | Led inertial motion sensor business across rehabilitation and drones . |
| Brain Sentry | Founder/Leader | 2011–Aug 2015 | Wearable sensors for sports head-impact detection . |
| Decision Technologies | Chief Operating Officer | Oct 2009–Feb 2011 | Supported U.S. Navy and MDA tech acquisitions/deployments . |
| Interaction Laboratories | Founding CEO & Chair | Mar 2002–Oct 2009 | Patents/products enhancing physical activity in games/simulations . |
| HT Medical Systems | Founding CEO | Pre-2000 | Surgical training simulators; merged with Immersion Corp (NASDAQ: IMMR) in July 2000 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| APT | Director | until Mar 2024 | Pre-merger directorship; relevant to BiomX’s 2024 APT acquisition . |
| Various startups | Advisor/Executive director | Current | Advisory roles; no other public-company directorships disclosed . |
Board Governance
- Independence: Classified as independent under NYSE American and SEC rules .
- Committees: Member, Nominating & Corporate Governance Committee (not Chair). Audit and Compensation Committees each composed solely of independent directors; Merril not listed as a member .
- Committee leadership: Nominating Chair is Dr. Russell Greig; Audit Chair and Financial Expert is Susan Blum; Compensation Chair is Dr. Alan Moses .
- Responsibilities and engagement: Nominating Committee oversees board composition, director qualifications, and annual board/self-assessments; held 2 meetings in 2024 .
- Board attendance: Board held 22 meetings in 2024; each incumbent director attended at least 75% of board/committee meetings; independent directors held 6 executive sessions in 2024 .
- Structure: Independent Chairman (Dr. Greig) separate from CEO (Jonathan Solomon) .
- Classified board: Three classes; Merril is Class II (director since 2024), standing for election to serve through 2028 .
Fixed Compensation
| Year | Cash Retainer/Fees ($) | Committee/Chair Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 31,072 | Included in cash line (policy adds $7,500 Audit, $5,000 Comp, $4,000 Nominating; Chairs: $15,000 Audit, $10,000 Comp, $8,000 Nominating) | 31,072 | Non-employee director annual retainer is $35,000; paid quarterly; Merril joined March 2024 (partial year) . |
Policy detail (non-employee directors): $35,000 annual retainer; committee member retainers (Audit $7,500; Compensation $5,000; Nominating $4,000); committee chair retainers (Audit $15,000; Compensation $10,000; Nominating $8,000); Chairman of the Board $100,000 inclusive of committee fees .
Performance Compensation
| Year | Instrument | Grant Date | Shares/Options | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2024 | Stock options (new director grant) | 2024 (exact date not disclosed) | 26,400 options | 22,442 | Annual policy: 25% on 1st anniversary, then 12 equal quarterly installments, subject to continued service | New director sizing in 2024 was 150% of continuing director: 26,400 options (vs 17,600 continuing; Chairman 35,200) . |
| 2025 | Stock options (annual) | Apr 14, 2025 | 17,600 options | — | 25% vests on Apr 14, 2026; remainder in equal quarterly installments thereafter | Form 4 filed Apr 18, 2025; amended Apr 21, 2025 . |
Notes:
- Reverse split context: 1-for-10 reverse split effective Aug 26, 2024; equity awards adjusted proportionally per terms .
- Compensation consultant: Aon Solutions UK Limited retained in 2024 to advise on comp market data and LTI guidelines .
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock | Potential Conflict Commentary |
|---|---|---|---|
| Adaptive Phage Therapeutics (APT) | Director (prior) | BiomX appointed Merril, Goodman, and Leff (a Deerfield affiliate) to the Board in connection with APT acquisition; Deerfield >5% holder post-deal | Board independence maintained; no specific related-party transactions involving Merril disclosed; audit-committee oversight of related-person transactions in place . |
| Public companies | — | None disclosed | No other public-company directorships disclosed for Merril . |
Expertise & Qualifications
- Founder/CEO experience across biotech/medtech and sensors; inventor on 22 patents; BA in psychobiology (McDaniel College) .
- Board skillset mapped to drug R&D and clinical development; sits on Nominating & Corporate Governance Committee overseeing board composition and annual assessments .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Class | Options Outstanding | Options Vested/Exercisable | Pledging/Hedging |
|---|---|---|---|---|---|
| Aug 22, 2025 | 8,250 | <1% | 26,400 (as of 12/31/2024) | 0 (as of 12/31/2024) | Company policy prohibits pledging and hedging; insider trading policy applies to directors . |
Insider Trades (Forms 3/4/5)
| Date | Form | Security/Type | Quantity | Price | Notes |
|---|---|---|---|---|---|
| Jul 15, 2024 | Form 4 | Director stock options (grant under non-employee program) | — | — | Filing link; aligns with 2024 director option grant sizing; reverse split adjustments applied later . |
| Apr 18, 2025 | Form 4 | Stock options (annual award) | 17,600 | — | Vesting 25% on 4/14/2026; then quarterly; amended 4/21/2025 . |
Governance Assessment
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Strengths
- Independence affirmed; serves on governance-focused committee; independent Chair structure in place .
- Attendance: meets at least 75% threshold; active board meeting cadence (22 meetings in 2024) and 6 independent executive sessions support oversight rigor .
- Director pay is modest and equity-heavy for at-risk alignment (options vest over time); 2024 total $53,514 vs policy $35k base suggests partial-year service without excessive cash layering .
- Anti-hedging/anti-pledging policy reduces misalignment risk .
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Potential risks/RED FLAGS to monitor
- Legacy interlock from APT: Merril (and Goodman, Leff) joined concurrent with APT acquisition; while independence is affirmed, continued vigilance on recusals for any APT-related legacy matters is prudent .
- Classified board reduces immediate accountability (three-year terms), though common in micro-cap biotech .
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No specific related-party transactions involving Merril disclosed; company maintains formal related-person transaction approval policy under Audit Committee oversight .
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Director Compensation Structure Analysis
- 2024 awards shifted to option grants with standardized sizes (17,600 continuing, 26,400 new, 35,200 Chair), with vesting over 4 years—supports longer-term alignment vs. RSUs; no evidence of repricing/modification of equity awards .
- Use of Aon as independent compensation consultant; no disclosed conflicts .
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Committee Effectiveness
- Nominating & Corporate Governance Committee (member): sets board qualifications, oversees annual board assessments, and manages nominations; 2 meetings in 2024; governance cadence appears appropriate for company size .
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Election/Term
- Class II nominee (age 59), director since 2024; standing for election to serve through 2028 .
Overall, Merril’s founder-operator background and patent portfolio provide relevant innovation and development oversight, with compensation and ownership structures aligned via multi-year option vesting and anti-pledging policies. Monitor legacy APT interlocks and ensure ongoing adherence to related-person review protocols to preserve investor confidence .