Guy Macdonald
SCYNEXISAbout Guy Macdonald
Independent Chairman of the Board at SCYNEXIS (since June 2015) and director since November 2014; age 66 as of April 15, 2025. Honors Degree in biochemistry from the University of Dundee; career spans anti‑infectives leadership at Merck, EVP Operations at Idenix, and CEO/Director at Tetraphase. His background is concentrated in drug development and commercialization, particularly anti‑infectives, which the Board cites as core to his qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Various roles; most recently VP, Anti‑Infective & Hospital Products | 1981–2003 | Led anti‑infectives commercialization; deep therapeutic expertise |
| Idenix Pharmaceuticals, Inc. | EVP, Operations | Aug 2003–Jan 2008 | Senior operating leadership at biopharma |
| Tetraphase Pharmaceuticals, Inc. | President & CEO; Director | Jan 2008–Aug 2019 (CEO); Director Jan 2008–Jul 2020 | Public‑company CEO, anti‑infectives development and commercialization |
External Roles
| Company | Role | Status |
|---|---|---|
| Tetraphase Pharmaceuticals, Inc. | Director | Jan 2008–Jul 2020 (no current external public boards disclosed) |
Board Governance
- Current roles: Independent Chairman of the Board; member, Compensation Committee .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq standards (includes Macdonald) .
- Committee structure and 2024 meetings: Audit (4), Compensation (6), Nominating & Corporate Governance (1); Macdonald serves on Compensation (not Chair) .
- Attendance/engagement: Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held regular executive sessions .
- Leadership structure: Separate Chair and CEO; Board highlights independent Chair as enhancing oversight and accountability .
Fixed Compensation (Director)
| Component (FY 2024 earned) | Amount |
|---|---|
| Cash fees (includes Chair retainer) | $87,500 |
| Stock awards (RSUs, grant‑date fair value) | $43,240 |
| Option awards (grant‑date fair value) | $30,730 |
| Total | $161,470 |
Policy details (in effect):
- Annual base cash retainer: $45,000; Chair of the Board: +$35,000 .
- Committee fees: Audit Chair $20,000; members $10,000. Compensation Chair $15,000; members $7,500. Nominating Chair $10,000; members $5,000 .
- Optional equity in lieu of cash: Directors may elect fully‑vested options in lieu of cash, sized via a 0.65 divisor, granted quarterly on would‑be cash dates .
Performance Compensation (Director Equity Program)
| Equity element | 2024/2025 Program Mechanics |
|---|---|
| Annual RSU grant | 23,000 RSUs; vests in full on the one‑year anniversary following the annual meeting, subject to service . |
| Annual stock option grant | 23,000 options at FMV on grant date; vests in full at one year for director annual grant (initial grants vest 1/3 annually with monthly vesting thereafter per policy) . |
| Change from prior year | Director annual grants were increased in April 2024 from 10,000 to 23,000 RSUs and options each; vesting mechanics as above . |
| Award timing | First business day following the annual meeting; options priced at grant‑date FMV; no dividends on unvested awards . |
Note: Director equity is time‑based; no performance metrics are tied to director equity. The company prohibits repricing without shareholder approval and does not permit dividends/dividend equivalents on unvested awards .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond SCYNEXIS .
- Interlocks/related situations: None disclosed; Board confirms independence determinations and states there were no related‑party transactions meeting disclosure thresholds since Jan 1, 2023 .
Expertise & Qualifications
- Anti‑infectives and hospital products commercialization (Merck); operating leadership (Idenix); CEO of a public anti‑infectives company (Tetraphase) .
- Board cites his drug development and commercialization expertise, especially anti‑infectives/antifungals, as qualification to continue serving .
Equity Ownership
| Ownership as of March 31, 2025 | Amount |
|---|---|
| Shares beneficially owned | 94,418 (<1%) |
| Shares acquirable within 60 days (options/warrants) | 62,418 |
Outstanding director awards as of Dec 31, 2024: RSUs 23,000; options 85,788 (does not denote exercisable vs. unexercisable) .
Policy prohibits hedging, short sales, options/derivatives, margin, and pledging of company stock by directors .
Governance Assessment
-
Strengths
- Independent Chairman structure with Macdonald as Chair; separation from CEO role emphasized for objective oversight .
- Consistent independence determination and no related‑party transactions reported, reducing conflict risk .
- Active committee service (Compensation) with use of an independent consultant (Pearl Meyer) supports pay governance rigor .
- Attendance threshold met across Board/committees; regular independent executive sessions indicate engagement .
-
Watch‑items / potential red flags
- Administrative: one Form 4 filing was inadvertently filed late in 2023 for each non‑employee director, including Macdonald (process, not misconduct) .
- Shareholder sentiment context: 2023 say‑on‑pay support was 77%, prompting engagement and a shift toward increased use of performance RSUs for executives (not directors); signals investor scrutiny on compensation practices generally .
-
Alignment
- Director pay mix leans equity with annual RSU and option grants, plus option‑in‑lieu‑of‑cash election, reinforcing alignment with shareholder outcomes .
- Prohibitions on hedging/pledging strengthen alignment and reduce downside‑protection behaviors .
Appendix: Board & Committee Snapshot (for context)
- 2024 Board meetings: 5; Committee meetings: Audit 4, Compensation 6, Nominating & Governance 1; all directors ≥75% attendance .
- 2023 Board meetings: 6; Committee meetings: Audit 4, Compensation 5, Nominating & Governance 2; all directors ≥75% attendance .
- Committee memberships (2024): Macdonald—Compensation Committee member; Chairs: Compensation (Gilman), Nominating (Hanham), Audit (Hastings) .
No employment contract, severance, or CoC provisions apply to Macdonald in his capacity as a non‑employee director; related‑party transactions policy in place, with none reportable for directors during the period reviewed .