Terrance McGuire
About Terrance McGuire
Terrance McGuire, age 69, is an independent, non‑executive Chair of Tectonic Therapeutic, Inc. and has served on the Board since September 2019. He is co‑founder and a general partner of Polaris Partners, with extensive board experience across biotech and technology; his education includes a B.S. in physics and economics (Hobart College), an M.S. in engineering (Dartmouth’s Thayer School), and an M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alector, Inc. | Director (past) | — | — |
| Acceleron Pharma, Inc. | Director (past) | — | — |
| Akamai Technologies, Inc. | Director (past) | — | — |
| Cubist, Inc. | Director (past) | — | — |
| Cyclerion Therapeutics, Inc. | Director (past) | — | — |
| Ironwood Pharmaceuticals, Inc. | Director (past) | — | — |
| Pulmatrix, Inc. | Director (past) | — | — |
| National Venture Capital Association | Chairman (past) | — | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Partners | Co‑founder and General Partner | — | Investment leadership |
| Seer, Inc. | Director | Current | — |
| Invivyd, Inc. | Director | Current | — |
| Adimab, LLC (private) | Director | Current | — |
| Thayer School of Engineering (Dartmouth) | Board of Advisors | Current | — |
| Whitehead Institute (MIT) | Board Member | Current | — |
| Arthur Rock Center for Entrepreneurship (HBS) | Board Member | Current | — |
| Brigham and Women’s Hospital | Scientific Advisory Board | Current | — |
Board Governance
- Role: Independent, non‑executive Chair of the Board; Board separates Chair and CEO roles to reinforce independent oversight .
- Independence: Board affirmatively determined McGuire is independent, including independence requirements applicable to audit and compensation committees .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member; not on Compensation Committee .
- Attendance: In 2024, Board met 4 times; Audit 3; Compensation 4; Nominating did not meet; no director attended fewer than 75% of Board and applicable committee meetings .
- Executive sessions: Independent director‑only sessions are regularly scheduled, typically at each regular Board meeting .
Fixed Compensation
| Component | Amount/Rate | Period/Notes |
|---|---|---|
| Fees Earned in Cash ($) | 40,750 | FY2024; paid to Polaris Partners |
| Non‑Employee Director Cash Policy | $40,000 annual retainer | Standard director fee |
| Non‑Executive Chair Cash Policy | $70,000 per year | In lieu of $40,000 retainer when applicable |
| Audit Committee | $7,500 member / $15,000 chair | Policy rates |
| Compensation Committee | $5,000 member / $10,000 chair | Policy rates |
| Nominating & Corporate Governance Committee | $4,000 member / $8,000 chair | Policy rates |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options (Director grant) | 06/20/2024 | 11,760 | $16.80 | 1/3 on first anniversary, then monthly over next 2 years (time‑based) | 06/19/2034 |
| Option Awards Outstanding (12/31/2024) | — | 11,760 | — | — | — |
| Equity Compensation Policy (Annual grant) | Post‑AGM annually | 7,400 (policy) | Cash value cap $400,000 | Vests by next AGM or 1 year, time‑based | — |
| Change‑in‑Control Treatment | — | — | — | All outstanding director equity fully vests upon change‑in‑control (policy) | — |
No director performance metrics (TSR, EBITDA, ESG) are tied to director equity grants; awards vest based on service time under the Non‑Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| Seer, Inc. | Director | Current public company directorship |
| Invivyd, Inc. | Director | Current public company directorship |
| Adimab, LLC | Director | Private company directorship |
| Polaris Partners IX, L.P. | >5% TECX holder | McGuire holds interests in the GP (PP GP IX); shared voting/dispositive power may be deemed |
| Prior boards (Alector, Acceleron, Akamai, Cubist, Cyclerion, Ironwood, Pulmatrix) | Past director | Historical interlocks; none specifically tied to TECX disclosed |
Expertise & Qualifications
- Venture capital leadership in biotech; extensive board experience guiding strategy and corporate objectives .
- Education: B.S. (physics/economics), M.S. (engineering), M.B.A. .
- Institutional advisory roles across engineering, entrepreneurship, and biomedical research .
Equity Ownership
| Holder/Entity | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Terrance McGuire (aggregate) | 1,157,977 | 6.2% | Combined PF I (20,262), PF II (64,652), PP IX (1,073,063) interests; shared voting/dispositive power via GP roles may be deemed |
| Options exercisable within 60 days (Feb 28, 2025) | — | — | Not disclosed for McGuire; outstanding options at YE: 11,760 (not counted in beneficial if not exercisable within 60 days) |
| Shares pledged as collateral | — | — | Hedging and margin accounts prohibited; no pledging disclosed |
Related Party & Transactions (Conflict Review)
| Transaction | Date | Party | Amount |
|---|---|---|---|
| Legacy Tectonic Subscription & SAFEs (Merger financing) | 01/30/2024 | Polaris Partners IX, L.P. | $8,999,989 |
| Legacy Tectonic Subscription (Merger financing) | 01/30/2024 | Polaris Founders Capital Fund II, L.P. | $1,499,991 |
- Fees earned by McGuire as a TECX director were paid to Polaris Partners, highlighting an affiliated payment channel .
- Board maintains a written Related Person Transactions Policy; Audit Committee approves only those deemed fair and in the Company’s best interests .
Independence, Policies, and Protection
- Independence: Board determined McGuire is independent for Board service and committee standards; Audit Committee comprised solely of independent directors .
- Insider Trading/Hedging: Company policy prohibits hedging, derivatives, publicly‑traded options, and holding common stock in margin accounts .
- Indemnification: TECX maintains indemnification agreements for directors and officers to the fullest extent under Delaware law .
- Executive sessions: Independent directors meet regularly without management .
Governance Assessment
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Strengths:
- Independent, non‑executive Chair role separates oversight from management; supports objective evaluation and risk oversight .
- Active engagement on Audit and Nominating & Governance committees; independence affirmed under Nasdaq/SEC rules .
- Attendance met at least the 75% threshold; regular executive sessions reinforce independent oversight .
- Hedging and margin restrictions reduce misalignment risks (no disclosed pledging) .
-
Potential RED FLAGS:
- Ownership/interlocks via Polaris funds (>5% holder) and director cash fees paid to Polaris create perceived conflicts; Board acknowledges and reviewed independence in light of these relationships .
- Participation of Polaris‑affiliated entities in merger financing (Subscription/SAFEs) could raise related‑party considerations; mitigated by formal Related Person Transactions Policy and Audit Committee processes .
-
Alignment:
- Significant beneficial ownership (6.2%) suggests skin‑in‑the‑game; director equity is time‑based without performance metrics, typical for non‑employee directors .
Overall, McGuire’s independent Chair role and committee service strengthen board effectiveness, while Polaris affiliations present manageable, disclosed conflicts subject to policy oversight and independence determinations .