Jesse Goodman
About Jesse Goodman
Dr. Jesse Goodman, age 73, is an independent director of BiomX Inc. (PHGE) since March 2024, and a physician-scientist with deep FDA leadership and biotech board experience . He is Professor of Medicine and Attending Physician (Infectious Diseases) at Georgetown University and Director of the Center on Medical Product Access, Safety and Stewardship (since March 2014) . Education: B.S. in Biology (Harvard), M.P.H. (University of Minnesota), M.D. (Albert Einstein College of Medicine); residency/fellowships at University of Pennsylvania and UCLA; elected to the National Academy of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food and Drug Administration (FDA) | Chief Scientist; Deputy Commissioner for Science & Public Health; Director, CBER; Senior Advisor to the Commissioner | 1998–2014 | Led science/public health; regulated biologics; senior policy roles |
| University of Minnesota | Professor of Medicine; Chief of Infectious Diseases | Pre-1998 | Academic leadership in ID |
| Coalition/Advisory Bodies (CDC, NIH, WHO, CEPI, National Academies) | Advisor/Committee Member | Various | National/international health advisory roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intellia Therapeutics, Inc. (public) | Director; Chair, Science & Technology Committee | 2018–present | Oversees R&D/science governance |
| GlaxoSmithKline plc (public) | Director; Chair, Science Committee (until early 2023) | 2016–2025 | Science oversight at Big Pharma |
| United States Pharmacopeia (USP) | Trustee; President of Board | 2015–2025 (trustee); 2015–2020 (President) | Standards and patient safety |
| Adaptive Phage Therapeutics (APT) | Director (prior to PHGE/APT merger) | Prior to merger | Phage therapy governance |
Board Governance
- Independence: The Board identifies Dr. Goodman as independent under NYSE American and SEC standards .
- Committees at PHGE (2024): Nominating & Corporate Governance Committee member; not a chair (Chair: Dr. Russell Greig) .
- Board attendance and engagement: The Board held 22 meetings in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Independent directors held 6 executive sessions in 2024 .
- Board leadership: Independent Chairman (Dr. Russell Greig); CEO is separate (Jonathan Solomon) .
Fixed Compensation
| Item | Amount/Terms | Period/Notes |
|---|---|---|
| Fees earned or paid in cash (Goodman) | $31,072 | FY2024 (pro-rated first year) |
| Director compensation policy – Annual cash retainer | $35,000 | Non-employee directors |
| Committee membership retainers | Audit $7,500; Compensation $5,000; Nominating $4,000 | Per member, annual |
| Committee chair retainers | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $8,000 | Annual |
| Chairman of the Board retainer | $100,000 | Inclusive of committee roles |
Notes
- Dr. Goodman’s 2024 cash fees likely reflect partial-year service (appointed March 2024) and one committee membership (Nominating) .
Performance Compensation
| Equity Award | Quantity/Value | Vesting / Terms | Period |
|---|---|---|---|
| Option award (Goodman) | Grant-date fair value $22,442 | Director annual options vest 25% at 1 year; remainder in 12 equal quarterly installments (time-based) | FY2024 |
| Annual director equity structure (2024) | New directors: 26,400 options; Continuing directors: 17,600 options; Chairman: 35,200 options | Time-based vesting as above | FY2024 program |
Performance metrics
- None disclosed for director compensation; equity is time-based (no TSR/financial performance metrics) .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Intellia Therapeutics (NTLA) | Biotech (gene editing) | Director; Chair S&T Committee | No PHGE related-party transactions disclosed involving Intellia |
| GlaxoSmithKline (GSK) | Pharma | Director (2016–2025) | No PHGE related-party transactions disclosed involving GSK |
| USP | Standards Nonprofit | Trustee/President (prior) | Not a related party under PHGE policy |
PHGE’s related-party transactions involved certain investors (CFF, Deerfield, OrbiMed, Nantahala, Telmina, AIGH) in 2024–2025 capital raises; no transactions were disclosed involving Dr. Goodman or entities with which he is affiliated .
Expertise & Qualifications
- Regulatory leadership and clinical development expertise from senior FDA roles (Chief Scientist; CBER Director; Deputy Commissioner for Science & Public Health) .
- Science and R&D governance experience from chairing science committees at GSK (until early 2023) and Intellia (current) .
- Academic/clinical depth in infectious diseases; elected to National Academy of Medicine .
Equity Ownership
| Metric | Dec 31, 2024 | Aug 22, 2025 |
|---|---|---|
| Beneficial ownership – shares/options counted | 0 exercisable options (26,400 granted outstanding for directors; Goodman exercisable = 0) | 8,250 (options exercisable within 60 days; beneficial ownership <1%) |
| Ownership as % of outstanding | — | <1% |
Policy and alignment safeguards
- Insider trading policy prohibits short sales, options/derivatives, short-term trading, margin accounts, and hedging; includes prohibition against pledging, with blackout and pre-clearance requirements for directors/officers .
Governance Assessment
Key positives
- Strong regulatory/science oversight: decades at FDA plus current chair of science & technology committee at Intellia bolster PHGE’s R&D and compliance oversight on the Nominating & Governance Committee .
- Independence and engagement: Classified as independent; Board met 22 times in 2024 with each director attending at least 75%; independent executive sessions held 6 times; presence of an independent Chair supports board effectiveness .
- Pay structure: Director compensation is modest for micro-cap norms and includes equity options with long, time-based vesting that encourages longer-term alignment without short-term performance gaming .
Risk indicators and monitoring
- Section 16 timing: A Form 4 for Dr. Goodman was filed on April 18, 2025 (due April 16, 2025), indicating a minor late filing; monitor future compliance discipline (administrative) .
- Capital structure complexity: Significant 2024–2025 financings with large holders and multiple warrant classes elevate dilution and governance scrutiny, though no Goodman-related conflicts were disclosed .
RED FLAGS (none material)
- No related-party transactions involving Dr. Goodman disclosed .
- Anti-hedging/anti-pledging policies in place; no pledging reported .
Compensation committee oversight (context for governance)
- Compensation Committee is independent (Chair: Dr. Alan Moses; members: Dr. Russell Greig, Jonathan Leff) and used Aon as independent consultant in 2024 to inform compensation decisions .
Insider trades and compliance
| Filer | Form | Due Date | Filed Date | Note |
|---|---|---|---|---|
| Jesse Goodman | Form 4 | Apr 16, 2025 | Apr 18, 2025 | Filed 2 days late; disclosed under delinquent Section 16(a) reports |
Director compensation detail (2024 actual)
| Component | Amount ($) | Source |
|---|---|---|
| Cash fees | 31,072 | |
| Option award (grant-date fair value) | 22,442 | |
| Total | 53,514 |
Director compensation policy (structure)
| Policy Element | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee) | 35,000 | Standard retainer |
| Committee member retainers | Audit 7,500; Comp 5,000; Nominating 4,000 | Annual per committee |
| Committee chair retainers | Audit 15,000; Comp 10,000; Nominating 8,000 | Annual |
| Chairman of the Board | 100,000 | Inclusive of committee roles |
| Annual equity grant | Options; new directors 26,400; continuing 17,600; Chair 35,200 | Time-based vesting (25% 1-year; then quarterly) |
Overall implication for investors
- Dr. Goodman’s profile strengthens PHGE’s governance in science/regulatory areas and supports independent oversight. Compensation and ownership structures are straightforward with time-based equity and anti-hedging/pledging protections; no related-party conflicts are disclosed. Minor administrative late filing noted; otherwise signals are consistent with sound board practices for a development-stage biotech .