David Meeker
About David Meeker, M.D.
Independent Chairman of the Board at Trevi Therapeutics (TRVI) since July 2017, Dr. Meeker is a physician–operator with extensive biotech leadership experience (Genzyme/Sanofi Genzyme; Rhythm Pharmaceuticals). He is age 70 and holds an M.D. from the University of Vermont, HBS Advanced Management Program (2000), and completed internal medicine and pulmonary/critical care training at Beth Israel (Harvard) and Boston University . He is an independent director under Nasdaq rules, and his TRVI board term runs through the 2027 annual meeting (Class II) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trevi Therapeutics, Inc. | Chairman of the Board; Director (Class II) | Since Jul 2017; term to 2027 | Independent chairman; member, Nominating & Corporate Governance Committee |
| Rhythm Pharmaceuticals, Inc. | President & CEO (since Jul 2020); Director (since Nov 2015); Chairman (since Apr 2017) | 2015–present | Executive operator and chair at a publicly traded biopharma |
| KSQ Therapeutics, Inc. | CEO and Director | Sep 2017–Jul 2020 | Company leadership (private biotech) |
| Sanofi Genzyme | EVP and Head, Specialty Care (rare disease/MS/oncology/immunology); Member, Sanofi Executive Committee | Jan 2016–Jun 2017; 2012–Jun 2017 | Senior P&L and portfolio responsibility |
| Genzyme (a Sanofi company) | CEO of Genzyme; previously roles up to COO | Oct 2011–Jan 2016; at Genzyme since 1994 | Led global biotech franchise; earlier medical director → COO |
| Cleveland Clinic | Director, Pulmonary Critical Care Fellowship | Pre-1994 | Academic leadership |
| Ohio State University | Assistant Professor of Medicine | Pre-1994 | Academic faculty |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rhythm Pharmaceuticals, Inc. (public) | President & CEO; Chairman; Director | CEO since Jul 2020; Chair since Apr 2017; Director since Nov 2015 | Executive and board leadership |
| Pharvaris B.V. (public) | Chairman | Since Jan 2021 | Public biopharma chair role |
| MyoKardia, Inc. (public) | Director | Jun 2017–Dec 2020 | Prior public board service |
Board Governance
- Independence: Board determined all directors except the CEO (Jennifer Good) are independent; Dr. Meeker is independent .
- Board leadership: TRVI separates Chair and CEO; Dr. Meeker serves as independent Chairman. Policy provides for a Lead Director if the Chair is not independent (not currently triggered) .
- Committees: Member, Nominating & Corporate Governance Committee; not on Audit or Compensation Committees .
- Attendance: In 2024, each director attended at least 75% of the aggregate board and committee meetings on which they served; six directors attended the 2024 annual meeting .
- Executive sessions: Corporate governance guidelines call for independent director executive sessions at least twice annually .
| Committee | Meeker’s Role | Chair? |
|---|---|---|
| Audit | Not a member | No |
| Compensation | Not a member | No |
| Nominating & Corporate Governance | Member | Not disclosed (prior chair resigned Sep 2024) |
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Cash fees earned (includes Board Chair retainer plus committee membership) | $75,000 |
Director fee schedule (policy, 2024):
- Board: Member $40,000; Chairman $70,000
- Audit Committee: Member $10,000; Chair $20,000
- Compensation Committee: Member $7,500; Chair $15,000
- Nominating & Corporate Governance: Member $5,000; Chair $10,000
Performance Compensation (Director Equity)
| Year | Instrument | Shares Granted | Grant-Date Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| 2024 | Stock options (annual director grant) | 30,000 (per director) | $68,246 (Meeker) | Fully vests on earlier of 1 year or next annual meeting | All director options become exercisable in full on change in control |
Program update:
- Effective Feb 18, 2025: Initial director option increased to 90,000 shares; annual grant increased to 45,000 shares; vesting terms unchanged (FMV strike at grant) .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| Rhythm Pharmaceuticals | Public | Meeker: CEO/Chair/Director | TRVI CEO Jennifer Good is a Rhythm director (since Jun 2019); TRVI director Edward Mathers is also a Rhythm director → multi-person interlock with Rhythm |
| Pharvaris B.V. | Public | Meeker: Chairman | No TRVI-listed overlap disclosed |
Implication: Multi-person interlocks with Rhythm (Meeker as CEO/Chair; Good and Mathers as directors) can increase information flow but warrant monitoring for conflicts and overboarding/related-party exposure; no business transactions with Rhythm are disclosed in the proxy .
Expertise & Qualifications
- Medical and senior operating expertise: Genzyme CEO; Sanofi Genzyme EVP/Head; decades in rare disease and specialty care; clinical and academic background (Cleveland Clinic; OSU) .
- Current operator perspective as CEO of Rhythm; multiple public board chair experience (Pharvaris) .
- Audit committee “financial expert” at TRVI is Anne VanLent, not Meeker .
Equity Ownership
| Category | Shares |
|---|---|
| Direct ownership | 311,786 |
| Trusts (Trevi 2014 Irrevocable Trust; Spinnaker Trust as Trustee) | 27,432; 13,271 |
| Options exercisable within 60 days | 164,209 |
| Total beneficial ownership | 516,698 |
| Percent of outstanding (as of Apr 23, 2025, 101,744,767 shares) | <1% |
Policy notes:
- Insider Trading Policy prohibits short sales and derivative/hedging transactions by directors and certain related persons .
- Director options accelerate on change in control (alignment plus potential entrenchment signal) .
Related-Party Exposure and Conflicts
- RPT policy: Audit Committee reviews/approves any related-person transactions >$120,000; factors include fairness vs third-party terms and business rationale .
- Disclosed RPTs since 2023 include financing participation by certain holders and the CEO’s daughter’s employment; no transactions identified involving Dr. Meeker .
Governance Assessment
-
Strengths:
- Independent Chair structure with Meeker as a seasoned operator; clear separation from CEO .
- Independence confirmed; not on Audit/Compensation committees (reduces conflict with chair role) .
- Attendance threshold met (≥75%); directors encouraged to attend annual meetings (six attended in 2024) .
- Hedging/derivative prohibitions; clawback applicability within equity plan framework .
-
Watch items / RED FLAGS to monitor:
- Interlocks with Rhythm (Meeker as CEO/Chair; TRVI CEO Good and director Mathers on Rhythm board) — potential perception of conflicts and network concentration; ensure strict recusal where applicable and robust RPT oversight even if no current transactions disclosed .
- Director equity design: single-year full vesting on annual options and full acceleration upon change of control can be seen as less performance-conditioned; 2025 increase in director option sizes (from 30,000 to 45,000 annually; initial 90,000) raises dilution/alignment considerations; balance with market competitiveness rationale .
- Beneficial ownership is <1% — alignment primarily via options; continued monitoring of equity holdings and exercise behavior is warranted .
-
Additional context:
- Board committees are fully independent; audit committee chaired by an audit committee financial expert (VanLent) .
- Independent director executive sessions policy in place; risk oversight responsibilities delineated across committees .
Appendix: Director Compensation (2024) — Meeker detail
| Name | Fees earned (cash) | Option awards (grant-date fair value) | Total |
|---|---|---|---|
| David Meeker, M.D. | $75,000 | $68,246 | $143,246 |