Glenn Pierce
Voyager TherapeuticsAbout Glenn Pierce
Glenn Pierce, M.D., Ph.D., is an independent Class I director of Voyager Therapeutics (VYGR), age 69, serving on the Board since January 2017; he previously served as Interim Chief Scientific Officer (Jun 2021–Jun 2022) and as a consultant (Jun 2022–Jun 2023) to Voyager . He holds a B.A., M.D., and Ph.D. in immunology from Case Western Reserve University, with postgraduate training in pathology and hematology research at Washington University in St. Louis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Voyager Therapeutics | Interim Chief Scientific Officer | Jun 2021 – Jun 2022 | Led scientific leadership during transition . |
| Voyager Therapeutics | Consultant | Jun 2022 – Jun 2023 | Continued advisory support post-CSO tenure . |
| Ambys Medicines | Chief Medical Officer; Consultant | CMO: Aug 2018 – Aug 2020; Consultant: Aug 2020 – Mar 2022 | Clinical development leadership . |
| Third Rock Ventures | Entrepreneur-in-Residence | Since Jan 2016 | Company formation/development strategy . |
| Biogen Idec/Inc. | SVP leading Hematology, Cell & Gene Therapies division | Mar 2009 – May 2014 | Senior R&D leadership . |
| Bayer AG; Inspiration Pharma; Avigen; Selective Genetics; Amgen | Various R&D/leadership roles | Prior to 2009 | Tissue regeneration and hematology R&D roles . |
| National Hemophilia Foundation | Board member and President (over two decades span) | Historical | Patient advocacy leadership . |
| FDA Blood Products Advisory Committee | Committee member | Historical | Regulatory advisory service . |
| HHS Committee on Blood Safety and Availability | Committee member | Historical | Public health advisory service . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| World Federation of Hemophilia | Board member; Vice President, Medical | Board since 2015; VP, Medical since 2018 | Ongoing global medical leadership in hemophilia . |
| Global Blood Therapeutics (public; acquired by Pfizer) | Director | Feb 2016 – Oct 2022 | Public company board experience; company acquired . |
Board Governance
- Committee assignments: Compensation Committee member and Science & Technology Committee member; not a chair of any committee .
- Independence: The Board determined all current directors except the CEO (Alfred Sandrock) and Neurocrine designee (Jude Onyia) are independent; Pierce is independent .
- Attendance and engagement: The Board met six times in 2024; each director then in office attended at least 75% of Board and committee meetings; directors regularly hold executive sessions; directors attended the 2024 annual meeting .
- Years on Board: Director since 2017; nominee for re‑election at the 2025 annual meeting for a term through 2028 .
- Committee focus: The S&T Committee oversees long‑term R&D strategy, pipeline reviews, scientific risks, and technology positioning—aligned with Pierce’s technical background .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer (cash) | $40,000 | Non‑employee director cash retainer . |
| Compensation Committee member fee (cash) | $6,000 | Member, not Chair . |
| Science & Technology Committee member fee (cash) | $5,000 | Member, not Chair . |
| Total cash fees (2024) | $51,000 | Sum of retainer and committee fees . |
- Director fee schedule (effective June 2024) includes: Board member $40,000; Board Chair $72,500; Audit Chair $16,000 / member $8,000; Compensation Chair $12,500 / member $6,000; S&T Chair $10,000 / member $5,000; Nominating & Governance Chair $10,000 / member $5,000 .
Performance Compensation
| Equity Element | 2024 Grant | Vesting | Structure |
|---|---|---|---|
| Annual stock option award | $144,000 (grant‑date fair value) | Annual director option vests in full by next annual meeting or first anniversary | 2024 option award value per director comp table ; policy sets grant size up to 24,000 options annually for continuing directors; options granted at fair market value at grant . |
- Initial director equity grant: up to 48,000 options vesting quarterly over four years upon first joining the Board .
- Options are time‑based; there are no disclosed director‑specific performance metrics tied to equity awards; options are granted at FMV on grant date .
- Equity plan safeguards: no repricing without shareholder approval; no discounted options; no dividend equivalents on options; dividends on other awards only upon vesting; double‑trigger vesting protection upon termination without cause within 12 months of a sale event; participants agree to company clawback policy .
Other Directorships & Interlocks
| Entity | Type | Role/Period | Interlock/Relationship Considerations |
|---|---|---|---|
| Global Blood Therapeutics | Public (acquired 2022) | Director (2016–2022) | No ongoing interlock; company acquired by Pfizer in 2022 . |
| World Federation of Hemophilia | Non‑profit | Board member; VP Medical since 2018 | External medical leadership; non‑commercial . |
| Prior employer overlaps | Biogen | Pierce (SVP through 2014) and current CEO Sandrock (various senior roles to 2021) both previously at Biogen; professional network overlap noted | Historical overlap; Board still classifies Pierce as independent . |
Expertise & Qualifications
- 35+ years leading biotechnology R&D across public and private companies; co‑author of 170+ scientific papers and inventor on 15+ patents; contributed to novel marketed proteins .
- Education: B.A., M.D., Ph.D. (Immunology) – Case Western Reserve; postgrad training in pathology and hematology research at Washington University in St. Louis .
- Regulatory and public health service: prior roles with FDA BPAC and HHS Committee on Blood Safety and Availability; leadership in National Hemophilia Foundation .
Equity Ownership
| Ownership Detail (as of Apr 7, 2025) | Amount |
|---|---|
| Shares owned directly | 21,788 |
| Options outstanding | 300,000 (24,000 vest within 60 days of Apr 7, 2025) |
| Total beneficial ownership | 321,788 |
| % of shares outstanding | <1% (asterisked in table) |
| Shares pledged as collateral | Not disclosed in proxy |
- Company context: As of Mar 31, 2025, the weighted average exercise price of outstanding options company‑wide was $7.43 with the stock at $3.38, indicating many options are underwater; overhang 29% (35% if including proposed plan shares), or 12%/19% excluding underwater options; this may reduce incentive value of option‑only equity until price recovery .
Governance Assessment
- Board effectiveness and engagement: Pierce’s tenure since 2017, independence status, and committee service on Compensation and Science & Technology align with his deep R&D and clinical background; attendance thresholds were met by all directors in 2024, with regular executive sessions, supporting governance discipline .
- Compensation and alignment: 2024 director pay mix skews toward equity (approx. $144k options vs. $51k cash), aligning with shareholder outcomes; annual continuing director grant size is standardized at up to 24,000 options, vesting by the next annual meeting, with options priced at FMV, and strong equity plan safeguards (no repricing, no discounts; double‑trigger change‑in‑control) .
- Ownership “skin‑in‑the‑game”: Beneficial ownership is 321,788 (including 300,000 options), <1% of shares outstanding; while option‑heavy holdings can align incentives, option value is sensitive to share price recovery given broader company option underwater status as of Mar 31, 2025 .
- Conflicts/related‑party exposure: No related‑party transactions are disclosed for Pierce; his prior interim executive and consulting roles with Voyager (through Jun 2023) are disclosed in his biography but do not preclude current independence under Board determinations; no pledging or loans disclosed .
- Risk indicators and safeguards: Company has an adopted compensation recovery (clawback) policy per Nasdaq Listing Rule 5608 (filed with 2024 Form 10‑K); the 2025 Stock Incentive Plan requires participants (including directors) to be bound by the clawback; plan governance includes limits on director compensation and prohibits liberal share recycling and repricing, reflecting shareholder‑friendly features .
RED FLAGS: None disclosed specific to Pierce (no related‑party transactions, no attendance shortfalls, no hedging/pledging disclosed). A potential consideration is the option‑only equity mix amid a company‑wide underwater option profile, which can weaken near‑term incentive value until share price recovery; the Board’s equity plan mitigants (no repricing without shareholder approval) preserve investor protections .
Director Compensation (Detail – 2024)
| Metric | Amount |
|---|---|
| Cash Fees (Board + Committees) | $51,000 (Board $40,000; Compensation Committee $6,000; S&T Committee $5,000) |
| Option Awards (Grant‑Date Fair Value) | $144,000 |
| Total | $195,000 |
Notes on Committee Charters and Responsibilities (Relevance to Pierce’s Roles)
- Compensation Committee: Oversees executive compensation, equity plans, clawback policies, and director compensation; Pierce serves as a member (not chair) .
- Science & Technology Committee: Reviews R&D strategy, pipeline, enterprise risks in research; Pierce serves as a member, leveraging domain expertise .
Change‑in‑Control and Clawback Provisions Affecting Director Equity
- Double‑trigger acceleration: Awards become fully vested if terminated without cause in connection with, or within 12 months following, a sale event; no automatic vesting solely upon sale .
- Clawback: Participants in the 2025 Plan (including directors receiving equity) agree to be bound by any Company clawback policy; Company adopted a compensation recovery policy effective Oct 2, 2023 in line with Nasdaq rules .