Terrance McGuire
About Terrance McGuire
Terrance McGuire (age 69) is an independent director of Seer, Inc., serving on the board since 2017. He is a founding partner of Polaris Partners with a venture background in early-stage medical and IT investing, and holds a B.S. in Physics & Economics (Hobart), an M.S. in Engineering (Dartmouth Thayer), and an M.B.A. (Harvard Business School). He is Chair of Seer’s Talent & Compensation Committee and a member of the Audit Committee; Seer’s board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Partners | Founding Partner | Since 1996 (current) | Corporate development and strategy expertise cited in board biography |
| Burr, Egan, Deleage & Co. | Investor (early-stage medical and IT) | Seven years prior to 1996 | Early-stage investing background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Invivyd, Inc. (formerly Adagio Therapeutics, Inc.) | Director | Current | Public company board service |
| Tectonic Therapeutic | Director | Current | Private company (not specified as public in proxy) |
| Whitehead Institute | Director/Trustee | Current | Non-profit research institute |
| Acceleron Pharma, Inc. | Director | Former | Public company board service (historical) |
| Alector, Inc. | Director | Former | Public company board service (historical) |
| Arsanis, Inc. | Director | Former | Public company board service (historical) |
| Cyclerion Therapeutics, Inc. | Director | Former | Public company board service (historical) |
| Ironwood Pharmaceuticals, Inc. | Director | Former | Public company board service (historical) |
| Pulmatrix, Inc. | Director | Former | Public company board service (historical) |
| The David H. Koch Institute at MIT | Board | Former | Academic/research governance |
| HBS Arthur Rock Center for Entrepreneurship | Board | Current | Advisory/board role |
| Dartmouth Thayer School of Engineering | Board of Advisors | Current | Advisory role |
Board Governance
- Committees and roles: Chair, Talent & Compensation Committee; Member, Audit Committee. The Audit Committee (4 meetings in 2024) oversees financial reporting, internal controls, conflicts, and related-party reviews. The Talent & Compensation Committee (5 meetings in 2024) oversees executive/director pay and equity plans.
- Independence and leadership: Board determined McGuire is independent; Lead Independent Director role held by Nicolas Roelofs, Ph.D. since Aug 13, 2024.
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings (board held 5 meetings).
- Interlocks: No compensation committee interlocks or insider participation in 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned (FY2024) | $67,500 | Actual cash earned by McGuire in FY2024 |
| Annual Board retainer (policy) | $42,500 | Retainer increased effective Feb 28, 2024 |
| Compensation Committee Chair fee (policy) | $15,000 | Chair retainer |
| Audit Committee member fee (policy) | $10,000 | Member retainer |
Performance Compensation
| Award | Grant Date | Quantity | Grant-date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (Annual director grant) | 06/12/2024 | 58,178 | $108,793 | Vests in full on 06/12/2025 | Applies to non-employee directors (including McGuire) |
| Annual director awards (policy change effective 02/26/2025) | n/a | 30,500 options + 20,500 RSUs | n/a | Options/RSUs per policy; options 10-year term, FMV strike | New outside director policy from 2/26/2025 |
Performance metrics table (directors):
| Metric Type | Disclosure |
|---|---|
| Quantitative performance metrics tied to director equity | None disclosed; director equity vests time-based (annual RSUs; from 2025, a mix of options + RSUs). Change-in-control accelerates director awards per policy. |
Change-in-control treatment (directors): Upon a change in control, outstanding director equity awards granted as a non-employee director accelerate vesting in full if the director remains in service through the transaction. Options are granted at FMV and have 10-year terms.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Invivyd, Inc. |
| Current private/non-profit | Tectonic Therapeutic; Whitehead Institute |
| Former public boards | Acceleron, Alector, Arsanis, Cyclerion, Ironwood, Pulmatrix |
| Interlocks | None reported for compensation committee in 2024; no insider participation. |
Expertise & Qualifications
- Venture capital and corporate development expertise (Founding Partner, Polaris Partners), with seven prior years investing at Burr, Egan, Deleage & Co.
- Academic credentials: B.S. Physics & Economics (Hobart), M.S. Engineering (Dartmouth Thayer), M.B.A. (Harvard Business School).
- Seer board’s rationale: substantial corporate development and business strategy expertise gained in venture capital industry.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 581,684 shares of Class A Common Stock (approx. 1.0% of Class A) and 4,088 shares of Class B Common Stock. |
| Breakdown (per footnote) | Includes 244,370 Class A and 4,088 Class B held by Strong Bridge, LLC (McGuire as operating manager); 78,947 Class A held by Polaris Founders Capital Fund I, L.P. (McGuire is GP of managing member); 258,367 Class A options exercisable within 60 days (fully vested). |
| Unvested director equity (12/31/2024) | RSU 58,178 scheduled to vest 06/12/2025. |
| Pledging/hedging | Insider trading policy governs directors; company policy prohibits executive hedging/pledging; no pledges disclosed for McGuire. |
| Ownership guidelines | No stock ownership guidelines disclosed for named executive officers; no specific director ownership guidelines disclosed. |
Governance Assessment
- Board effectiveness and independence: McGuire is independent, chairs the compensation committee, and serves on audit—key oversight positions aligned with governance best practices. All directors met ≥75% attendance in 2024.
- Compensation governance: Committee retains independent consultant (Aon) and uses peer benchmarking; shareholder say-on-pay support was ~83% at the 2023 annual meeting.
- Director pay alignment: 2024 grants were time-based RSUs; from 2025, policy shifted to a mix of options and RSUs—potentially increasing alignment with long-term value creation.
- Related-party/Conflicts: Other than legacy investors’ rights arrangements (IRA parties included entities affiliated with McGuire), the company disclosed no related-party transactions >$120,000 since Jan 1, 2023. The Audit Committee oversees conflict reviews.
- RED FLAGS / Watch items: The board approved an option repricing in Oct 2024 for employees and named executive officers (not directors), citing retention and minimizing dilution; while common in down markets, repricing is often scrutinized by investors. The program included a premium exercise price if exercised before the retention period ends and did not change share counts or vesting schedules.
Overall: McGuire’s roles on Audit and as Comp Chair, independent status, and active governance processes (independent consultant, regular committee activity) support board effectiveness. No disclosed related-party transactions or pledging mitigate conflict risk. The 2024 option repricing (employee/NEO-focused) remains a governance sensitivity for investor monitoring.