Roger Garceau
About Roger Garceau
Independent director since January 2020; age 71; Class II nominee re-elected in June 2025 to serve until 2028. Board-certified pediatrician and fellow of the American Academy of Pediatrics; B.S. in Biology (Fairfield University) and M.D. (University of Massachusetts Medical School). 30+ years pharmaceutical experience, including senior roles at NPS Pharmaceuticals, Sanofi, and Pharmacia; previously on Entera Bio’s board and interim CEO in 2020–2021; current director at Enterome S.A. (private) since 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NPS Pharmaceuticals, Inc. | Chief Medical Officer; EVP | CMO from Dec 2008; EVP from Jan 2013 to Feb 2015 (acquired by Shire) | Senior clinical and development leadership |
| Sanofi S.A. | Managerial positions | Not disclosed | Development and management roles |
| Pharmacia Corporation | Managerial positions | Not disclosed | Development and management roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entera Bio Ltd. | Director; Interim CEO | Director Mar 2016–Jul 2024; Interim CEO Aug 2020–Jan 2021; Chief Development Advisor Dec 2016–Dec 2021 (excl. interim CEO period) | Oversight of oral biologics development |
| Enterome S.A. (private) | Director | Dec 2016–present | Clinical-stage microbiome therapeutics |
Board Governance
- Independence: Board affirmed Garceau is independent under Nasdaq rules .
- Committees (2024): Compensation (member; ceased April 2025), Scientific Advisory (member). Current Scientific Advisory Committee Chair: Richard Levy, M.D.; Compensation Committee Chair: Cynthia Smith .
- Board leadership: Independent chair (Luke Beshar) separate from CEO .
- Attendance and engagement: Board met 7 times in 2024; Audit 4; Compensation 6; Nominating 3; Scientific Advisory 5; each director attended ≥75% of aggregate meetings; independent directors held 5 executive sessions in 2024 .
| Committee | 2024 Membership | Chair Role | Status Change |
|---|---|---|---|
| Compensation | Member | No | Ceased April 2025 |
| Scientific Advisory | Member | No | Ongoing |
Fixed Compensation
- 2024 actual non-employee director compensation for Garceau: $71,000 cash fees; $20,598 option award fair value; total $91,598 .
- Policy (effective April 1, 2025):
- Annual cash retainer: $40,000; Board Chair additional $115,000 .
- Committee member retainers: Audit $7,500; Compensation $6,000; Nominating $5,000; Scientific Advisory $25,000 .
- Committee chair retainers (in lieu of member retainer): Audit $15,000; Compensation $12,000; Nominating $9,000; Scientific Advisory $50,000 .
- Non-employee director annual compensation cap: $750,000 (or $1,000,000 in first year) measured by grant-date accounting value .
| 2024 Actual (USD) | Amount |
|---|---|
| Cash Fees | $71,000 |
| Option Awards (grant-date FV) | $20,598 |
| Stock Awards | — |
| Total | $91,598 |
| 2025 Cash Retainer Policy | Amount |
|---|---|
| Annual Director Retainer | $40,000 |
| Board Chair Add’l Retainer | $115,000 |
| Scientific Advisory Member | $25,000 |
| Scientific Advisory Chair | $50,000 |
| Compensation Member | $6,000 |
| Compensation Chair | $12,000 |
Performance Compensation
- Annual equity: initial option grant 48,000 shares for new directors; annual option grant 24,000 shares (vests in 12 months) post each annual meeting; vesting subject to continued service; all director equity accelerates fully upon change in control .
- Equity plan terms: 2024 Equity Plan amended in 2025 to add 2.8M shares; features double-trigger acceleration for employees, anti-repricing without shareholder approval, clawback, minimum 1-year vesting (with limited exceptions), no tax gross-ups; non-employee directors’ awards accelerate at change in control .
- 2024 awards for Garceau: option awards fair value $20,598; no stock awards recognized; outstanding director options and vested RSUs detailed below .
| Director Equity Mechanics | Terms |
|---|---|
| Initial Option Grant | 48,000 shares; 1/3 vests at 1 year, remainder monthly over 24 months |
| Annual Option Grant | 24,000 shares; vest in full at 1 year |
| Change-in-Control | Director awards fully vest immediately prior to closing |
| Anti-Repricing | Shareholder approval required |
| Clawback | Company clawback policy applies |
| Minimum Vesting | Generally ≥1 year; limited 5% carve-out |
Other Directorships & Interlocks
- Shared prior affiliation: Garceau (CMO/EVP) and TARA board chair Luke Beshar (former CFO) both held senior roles at NPS Pharmaceuticals, indicating historical network ties (not a current interlock) .
- Current public company boards: None disclosed for Garceau; prior public board Entera Bio (ended July 2024) .
- Private company boards: Enterome S.A. (since Dec 2016) .
Expertise & Qualifications
- Clinical pediatrics and drug development leadership; board-certified pediatrician; fellow of the American Academy of Pediatrics .
- Education: B.S. Biology (Fairfield University), M.D. (UMass Medical School) .
- Board qualifications cited: management and board-level pharmaceutical experience .
Equity Ownership
| Holder | Shares/Units | % of Outstanding | Detail |
|---|---|---|---|
| Roger Garceau, M.D. | 104,890 | <1% | Includes 33,000 vested/vesting RSUs within 60 days and 71,890 options exercisable within 60 days |
| Directors’ aggregate option holdings | Garceau options outstanding | — | 71,890 shares subject to options (exercisable within 60 days) |
| Directors’ aggregate vested-but-unsettled RSUs | Garceau RSUs | — | 33,000 vested but not settled RSUs |
- Hedging/pledging: Company policy prohibits short sales, options, hedging, and pledging/margining of company stock by directors and officers .
Governance Assessment
- Alignment and independence: Garceau is independent, with deep clinical development expertise; continued service on the Scientific Advisory Committee supports board effectiveness in R&D oversight .
- Committee change: Departure from Compensation Committee in April 2025 reduces potential perceived conflicts in overseeing executive pay while maintaining scientific oversight; Compensation now chaired by an independent director (Cynthia Smith) .
- Attendance and engagement: Board and committee meeting cadence robust; all directors met ≥75% attendance; regular independent executive sessions bolster oversight quality .
- Pay structure signals: Director pay is modest with equity primarily time-based; annual limits and anti-repricing safeguards are shareholder-friendly; CIC single-trigger vesting for directors is standard but accelerates equity, which investors should note .
- Shareholder feedback: Say-on-pay support was 72% in 2024; company enhanced disclosure of performance goals thereafter—indirectly relevant to compensation oversight culture .
- RED FLAGS and potential conflicts: No related-party transactions disclosed; anti-hedging/pledging policy in place. Historical tie with board chair via NPS Pharmaceuticals may imply a networked board but not a current interlock; monitor for any future transactions or consultant roles that could create related-party exposure .