Patrick Machado
About Patrick Machado
Patrick Machado, J.D., age 61, has served as an independent director of Alumis (ALMS) since June 2024 and is the Chair of the Audit Committee; he is designated by the Board as an “audit committee financial expert.” He is also a member of the Governance Committee. Machado co‑founded Medivation, serving as CFO (Dec 2004–Mar 2014) and Chief Business Officer (Dec 2009–Apr 2014). He holds a J.D. from Harvard Law School and a B.A. in German and B.S. in Economics from Santa Clara University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medivation, Inc. | Co‑Founder; Chief Financial Officer | Dec 2004–Mar 2014 | Executive leadership and finance experience in biopharma |
| Medivation, Inc. | Chief Business Officer | Dec 2009–Apr 2014 | Transactions/BD oversight |
| ProDuct Health, Inc. | SVP & CFO; earlier General Counsel | 1998–2001 | Medical device operating/finance; legal |
| Cytyc Corporation | Consultant on post‑acquisition transition | 2001–2002 | Integration/transition support |
| Morrison & Foerster LLP | Attorney | Not disclosed | Legal background |
| Massachusetts Supreme Judicial Court | Early legal role | Not disclosed | Legal background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adverum Biotechnologies, Inc. | Chair of the Board | Current | Public company |
| Arcus Biosciences, Inc. | Director | Current | Public company |
| Xenon Pharmaceuticals, Inc. | Director | Current | Public company |
| Prota Therapeutics (private) | Chair of the Board | Current | Private company |
| Avenzo Therapeutics (private) | Director | Current | Private company |
| ACELYRIN, Inc. | Director | Apr 2021–May 2025 | Public company; tenure ended pre‑merger close |
| Chimerix, Inc. | Director | Jun 2014–Jun 2024 | Public company |
| Turnstone Biologics Inc. | Director | Aug 2018–Apr 2024 | Public company |
| Turning Point Therapeutics, Inc. | Director | May 2019–Sep 2022 | Public company |
| Endocyte, Inc. | Director | Feb 2018–Dec 2018 | Public company |
| Axovant Sciences, Inc. | Director | Jun 2017–Feb 2018 | Public company |
| SCYNEXIS, Inc. | Director | Sep 2015–Jun 2019 | Public company |
| Medivation, Inc. | Director | Apr 2014–Sep 2016 | Public company |
| Inotek Pharmaceuticals (now Rocket) | Director | Aug 2016–Jan 2018 | Public company |
| Principia Biopharma Inc. | Director | Jun 2019–Sep 2020 | Public company |
| Roivant Sciences, Ltd. (private) | Director | Oct 2016–Jun 2022 | Private company per proxy |
| Therachon AG (private) | Director | Jan 2019–Jul 2019 | Private company |
Board Governance
- Independence: The Board determined all directors other than the CEO (Martin Babler) are independent under Nasdaq rules; audit/compensation/governance committee members meet applicable Nasdaq and SEC independence standards .
- Committee assignments (2024–2025):
- Audit Committee: Chair (Machado); members include Alan Colowick and Srinivas Akkaraju; Machado qualifies as the SEC “audit committee financial expert” .
- Governance Committee: Member (Machado); chaired by Sapna Srivastava .
- Compensation Committee: Machado is not a member; chaired by Alan Colowick .
- Attendance and engagement: The Board met 12 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; independent directors held 4 executive sessions in 2024 .
- Committee activity (FY2024):
- Audit: 3 meetings
- Compensation: 7 meetings
- Governance: 0 meetings
- Machado was appointed to Audit and Governance effective June 21, 2024 .
- Lead Independent Director: Sapna Srivastava named in June 2025 .
| Committee | Role | Since/Notes |
|---|---|---|
| Audit | Chair; Financial Expert | Chair; committee independence affirmed |
| Governance | Member | Committee independence affirmed |
| FY2024 Committee Meetings | Count |
|---|---|
| Audit | 3 |
| Compensation | 7 |
| Governance | 0 |
Fixed Compensation
| Period | Fees Earned (Cash) | Equity/Option Awards (Grant‑Date FV) | Total |
|---|---|---|---|
| FY2024 (Machado) | $33,214 | $499,619 | $532,833 |
Non‑Employee Director Compensation Policy (effective Feb 2025):
- Annual cash retainer: $40,000; Non‑executive chair add’l $30,000 .
- Committee retainers (member): Audit $10,000; Compensation $7,500; Governance $5,000 .
- Committee chair retainers: Audit $20,000; Compensation $15,000; Governance $10,000 (in lieu of member fees) .
- Equity: Initial option 52,000 shares at appointment; Annual option 26,000 at each AGM .
| Policy Element | Amount / Terms |
|---|---|
| Annual cash retainer | $40,000 |
| Audit Chair | $20,000 (chair retainer) |
| Governance Member | $5,000 (member retainer) |
| Initial option grant | 52,000 shares; 36 monthly vesting; accelerates on Change in Control (CIC) |
| Annual option grant | 26,000 shares; vests by 1 year or next AGM |
| Option term | 10 years |
Implication: Under the 2025 policy, Machado’s cash retainer mix (if roles persist) comprises base $40,000 + Audit Chair $20,000 + Governance member $5,000 .
Performance Compensation
- Director equity structure and vesting:
- Initial option: 52,000 shares; monthly vesting over 36 months; accelerates on CIC .
- Annual option: 26,000 shares; vests by earlier of 1 year or next AGM .
- Option term: 10 years .
| Director Equity Metrics (Policy) | Value / Schedule |
|---|---|
| Initial option size | 52,000 shares |
| Initial vesting | 1/36 monthly over 3 years; CIC vesting |
| Annual option size | 26,000 shares |
| Annual vesting | Earlier of 1 year or next AGM |
| Option term | 10 years |
Other Directorships & Interlocks
- Current public boards: Adverum (Chair), Arcus Biosciences (Director), Xenon Pharmaceuticals (Director) .
- Recent public roles: ACELYRIN (ended May 2025), Chimerix (ended Jun 2024), Turnstone (ended Apr 2024), plus others listed above .
- Investor representation context: Large shareholders have board representation (e.g., Foresite and AyurMaya affiliates via Tananbaum and Colowick at ~15.8% voting power each as of June 4, 2025) .
Expertise & Qualifications
- Audit and financial expertise: Designated “audit committee financial expert”; deep CFO background in biopharma .
- Legal credentials: J.D. Harvard; attorney experience at Morrison & Foerster and Massachusetts SJC .
- Biopharma leadership and governance: Extensive board chair and director experience across multiple public and private biopharma companies .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Voting Power | Notes / Breakdown |
|---|---|---|---|
| Patrick Machado, J.D. | 150,115 | <1% (“*”) | 7,064 shares held directly; 143,051 options exercisable within 60 days (as of 6/4/2025) |
| Shares outstanding (voting common) | 96,004,357 (as of 6/4/2025) | — | Basis for % calculation |
| Outstanding director options (12/31/2024) | 38,000 (Machado) | — | Aggregate number underlying outstanding options |
Policy constraints and alignment:
- Insider Trading Policy prohibits hedging, pledging, and trading in publicly traded options (other than Company‑issued awards); margin accounts are prohibited—reduces misalignment risk .
Governance Assessment
-
Strengths
- Independent Audit Chair and SEC‑recognized financial expert—enhances financial reporting oversight; audit responsibilities include related‑party review and auditor independence oversight .
- Independence affirmed by Board; committee independence compliant with Nasdaq/SEC; independent director executive sessions held regularly .
- Strong equity alignment: substantial option‑based compensation and ongoing director equity program; anti‑hedging/pledging policy supports alignment .
- Board‑level clawback policy adopted June 2024 in line with Dodd‑Frank/Nasdaq/SEC—improves accountability .
-
Watch items / Potential risks
- Director commitments: Machado serves on multiple boards (including chair roles). The Governance Committee considers overboarding risk and concluded directors have sufficient time; nonetheless, multi‑board service requires monitoring for capacity during intensive audit cycles .
- Investor influence: Significant holders with Board seats (e.g., Foresite, AyurMaya) collectively hold large stakes; as Audit Chair, Machado’s independence and rigor are critical when evaluating any affiliated transactions (e.g., services agreements with affiliates) .
- Related‑party transactions: No Machado‑specific related‑party transactions disclosed; the Company’s policy mandates Audit Committee approval of related‑person transactions, with recusals as needed .
No individual attendance shortfalls, related‑party dealings, pledging, or hedging by Machado were disclosed. Each director met at least the 75% attendance threshold in FY2024 .