Bridget Martell
Aligos TherapeuticsAbout Bridget Martell
Bridget Martell, M.A., M.D., is an independent Class III director of Aligos Therapeutics (ALGS), serving since November 2021; her current board term expires at the 2026 annual meeting . She is 59 years old as of April 28, 2025, and brings operating, clinical development, and venture experience across public and private biotech, including prior CEO experience and board-certified training in internal and addiction medicine (Cornell B.S.; Boston University M.A.; Chicago Medical School M.D.; Yale residency/chief residency and RWJ Faculty Clinical Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Two Bear Capital | Operating Partner | Current (as of Apr 28, 2025) | Venture operating leadership |
| Artizan Biosciences, Inc. | President & Chief Executive Officer | Jul 2021 – Aug 2023 | Led private biotech; CEO role |
| AlleyCorp | Healthcare Venture Partner (part-time) | Jun 2021 – May 2023 | Early-stage VC support |
| Nobias Therapeutics, Inc. | Chief Medical Officer | Aug 2020 – Sep 2021; again Jun 2023 – Mar 2024 | CMO for early-stage therapeutics |
| Verseau Therapeutics, Inc. | Chief Medical Officer | Dec 2020 – Oct 2021 | CMO responsibilities |
| RRD International (CRO) | Leadership positions via BAM Consultants LLC | Apr 2018 – Jan 2020 | CRO leadership consulting |
| Kura Oncology, Inc. | VP, Clinical Development; Acting CMO; Senior Scientific Advisor | Oct 2017 – Jan 2020; Jan 2020 – Aug 2020; Aug 2020 – Dec 2021 | Clinical development and scientific advising |
| Juniper Pharmaceuticals | SVP, New Product Development | Jan 2015 – Sep 2017 | Product development leadership |
| Purdue Pharma L.P. | Executive Director, Head Medical Affairs | Oct 2011 – Apr 2013 | Medical affairs leadership |
| Pfizer Inc. | Leadership roles (increasing responsibility) | 2005 – 2011 | Large-cap pharma operating roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Several private biotech companies | Director | Past/Current (not individually named) | Service on multiple private company boards |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under Nasdaq rules; the Compensation Committee (on which Martell serves) is composed entirely of independent, non-employee directors .
- Committee assignments: Member, Compensation Committee (Chair: Carole Nuechterlein; other member: K. Peter Hirth) .
- Board structure: Combined Chair/CEO (Lawrence M. Blatt) with Lead Independent Director (Carole Nuechterlein) overseeing executive sessions .
- Attendance: In 2024, the Board met 6 times; the Compensation Committee met 7 times; each director attended at least 75% of applicable Board and committee meetings, and all directors attended the 2024 annual meeting .
- Class/tenure: Class III director; term expires at the 2026 annual meeting .
- Interlocks: No compensation committee interlocks; no insiders served on other boards’ comp committees creating interlocks during 2024 .
- Risk oversight: Committees oversee risk within their remits; Audit oversees financial/legal compliance; Compensation assesses comp risk .
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, options on company stock, and pledging/margin purchases for directors .
Fixed Compensation
| Component | 2024 Amount | Program/Pricing Detail |
|---|---|---|
| Cash fees (actual) | $43,750 | 2024 director compensation table (Martell) |
| Option awards grant-date fair value (actual) | $16,984 | ASC 718 valuation for 2024 grants |
| Total (actual) | $60,734 | Sum of 2024 cash + option values |
| 2024 Director Compensation Program (amended Oct 2024) | Rate |
|---|---|
| Annual cash retainer (non-employee director) | $40,000 |
| Audit Committee: Chair / Member | $20,000 / $7,500 |
| Compensation Committee: Chair / Member | $12,000 / $6,000 |
| Nominating & Corporate Governance Committee: Chair / Member | $10,000 / $5,000 |
| Non-executive Board Chair retainer | $30,000 |
| Historical Comparison (2023 actual) | Amount |
|---|---|
| Cash fees (Martell) | $40,000 |
| Option awards grant-date fair value (Martell) | $12,900 |
| Total (Martell) | $52,900 |
- Mix (observed): 2024 cash ~72% ($43,750/$60,734) and equity ~28% by grant-date value (calculated from ).
- As an EGC, ALGS provides reduced executive comp disclosures and does not hold say-on-pay votes currently .
Performance Compensation
| Equity Element | 2024 Value/Amount | Terms |
|---|---|---|
| Stock options (annual/initial grants) | $16,984 grant-date fair value (Martell) | Time-based awards (no performance metrics) |
| Program design (pre-Apr 2025): Initial grant 4,800 options; annual grant 2,400 options | As specified | Initial: vests monthly over 3 years; Annual: vests on earlier of 1 year or next annual meeting |
| Program change (Apr 2025): Initial grant 11,720 options; annual grant 5,860 options | As specified | Applies to grants after the April 2025 amendment |
| Change-in-control treatment (plan-level) | If not assumed/substituted, unassumed awards accelerate and restrictions lapse | Administrator may accelerate in certain events; awards otherwise to be assumed/substituted on CIC |
- No director-specific performance metrics (e.g., TSR, revenue) are attached to director equity awards; vesting is service-based under the Director Compensation Program .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company directorships | None disclosed for Martell in the proxy; service noted on private company boards |
| Compensation committee interlocks | None; no interlocking relationships reported for 2024 |
Expertise & Qualifications
- Clinical and operating leadership in biotech/pharma (Pfizer; Purdue; Juniper; Kura; multiple CMO roles; private and public company exposure) .
- Venture and operating partner experience (Two Bear Capital; AlleyCorp) .
- Education: B.S. Cornell (Microbiology); M.A. Boston University (Molecular Immunology); M.D. Chicago Medical School; Yale internal medicine residency/chief residency; RWJ Faculty Clinical Scholar .
- Board certified in internal medicine and addiction medicine .
Equity Ownership
| Holder | Common Shares Owned | Options/Warrants Exercisable Within 60 Days | Total Beneficial Ownership | % of Outstanding Voting Common |
|---|---|---|---|---|
| Bridget Martell, M.A., M.D. | 0 | 1,752 | 1,752 | ~0.03% (1,752 / 5,314,311); table denotes “*” <1% |
- Shares outstanding basis: 5,314,311 voting common shares as of March 6, 2025 .
- Option holdings (aggregate): 4,152 options outstanding as of Dec 31, 2024 (not all exercisable within 60 days) .
- Hedging/pledging: Prohibited for directors under the Insider Trading Compliance Policy .
Governance Assessment
-
Strengths
- Independent director with relevant operating, clinical development, and venture expertise; designated independent for Nasdaq purposes .
- Active committee service on Compensation Committee; committee comprised solely of independent directors; independent comp consultant (Radford) with no identified conflicts .
- Attendance: Met ≥75% threshold for 2024 Board/committee meetings; full director attendance at 2024 annual meeting .
- Anti-hedging/anti-pledging policy in place for directors .
- Clawback policy adopted; awards under the plan subject to clawback and potential acceleration only under plan-governed conditions .
-
Watch items for alignment and investor confidence
- Low direct ownership: as of March 6, 2025, beneficial ownership consists solely of options exercisable within 60 days (1,752 shares), with 0 directly owned common shares; percentage ownership <1% (beneficial ownership table asterisk) .
- Plan latitude: equity plan permits option repricing or cancellation/exchange without shareholder approval (administrator discretion), which some governance frameworks view as shareholder-unfriendly absent robust guardrails .
- Board composition influence: 2025 PIPE investor letter grants board nomination rights to the lead investor for specified ownership thresholds (5.5% and 19.9% triggers), a structural factor to monitor for independence and refreshment dynamics over time .
Director Compensation Detail (Reference Tables)
| 2024 Non-Employee Director Compensation (Selected) | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Bridget Martell, M.A., M.D. | 43,750 | 16,984 | 60,734 |
| 2024 Director Option Holdings (as of Dec 31, 2024) | Shares Underlying Options (#) |
|---|---|
| Bridget Martell, M.A., M.D. | 4,152 |
| 2023 Non-Employee Director Compensation (Selected) | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Bridget Martell, M.A., M.D. | 40,000 | 12,900 | 52,900 |
| Director Program Equity Grant Mechanics | Pre–Apr 2025 | Post–Apr 2025 |
|---|---|---|
| Initial grant (new director) | Option for 4,800 shares; vests monthly over 3 years | Option for 11,720 shares; vesting mechanics unchanged |
| Annual grant (ongoing director) | Option for 2,400 shares; vests on earlier of 1 year or next annual meeting | Option for 5,860 shares; same vesting cadence |
| 2023 annual grant date (context) | Annual grants to serving directors on Jul 20, 2023 (different share counts under prior structure) | — |
Related-Party Transactions (Conflict Screening)
- The proxy details 2023 and 2025 PIPE transactions and related ownership matters; transactions listed involve major shareholders and certain directors/executives (e.g., Roche Finance Ltd. affiliation with director Carole Nuechterlein; purchases by CEO Lawrence Blatt and director James Scopa) and do not list Bridget Martell as a participant in disclosed related-person transactions .
- The Audit Committee reviews and approves related-person transactions per written policy .
No director-specific red flags (hedging/pledging, attendance shortfalls, compensation interlocks, or related-party transactions) are disclosed for Dr. Martell in the latest proxy .