Jing Marantz
About Jing Marantz
Independent director at Arcturus Therapeutics since December 2021; age 59. She is Chief Medical Officer at Scholar Rock and previously held senior leadership roles at Alnylam, Acceleron (acquired by Merck), Alexion, Biogen, ARIAD, and Millennium across development, medical affairs, and business development. She holds an M.D. (Tongji Medical College), Ph.D. in Biochemistry & Molecular Biology (Medical University of South Carolina), and an MBA (UC Berkeley). The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acceleron Pharma (now Merck subsidiary) | SVP, Medical Affairs | Oct 2020–Jan 2022 | Post-merger integration context; senior medical leadership |
| Alnylam Pharmaceuticals | SVP, Medical Affairs | Jun 2018–Sep 2020 | Built medical affairs organizations and supported product launches |
| Alexion Pharmaceuticals | VP, Global Medical Affairs; Head U.S./LATAM Medical Affairs | 2016–2018 | Oversight of marketed rare disease products |
| Biogen | Global Medical Lead for TECFIDERA | 2014–2016 | Commercial/medical leadership for a key MS product |
| ARIAD; Millennium | Various leadership roles | Prior years | Development, medical affairs, business development |
| Strategic Decisions Group | Management Consultant | Prior years | Strategy advisory experience |
| Dana-Farber; Massachusetts General Hospital | Post-doc; Brief affiliation | Prior years | Academic/clinical research training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scholar Rock Holding Corporation (NASDAQ: SRRK) | Chief Medical Officer | Nov 2022–present | Current full-time executive role |
| Krystal Biotech (NASDAQ: KRYS) | Chief Business Officer; Director (prior) | Director Jan 2021–Jan 2022; CBO Jan–Aug 2022 | Transitioned from board to executive role |
Board Governance
- Independence: Board determined Marantz is independent (2024 and 2025 proxies) .
- Committee assignments (2024/2025): Compensation Committee member; Nominating & Corporate Governance Committee member. Compensation Committee chaired by Dr. Marquet; Nominating & Corporate Governance chaired by Dr. Holmes .
- Audit Committee: Not a member; membership comprised of Barlow (Chair), Holmes, Markels .
- Attendance: In 2024, the Board met six times; each director attended at least 75% of Board and committee meetings. In 2023, the Board met five times; each director attended at least 75% .
- Board leadership: Chair transitions from Dr. Peter Farrell to Dr. Moncef Slaoui effective July 1, 2025 .
- Say‑on‑Pay sentiment: 94.9% support in June 2024; committee reaffirmed program. Prior year (2023 meeting) support was 72.4% .
- Hedging/pledging: Insider trading policy prohibits hedging and pledging by employees and directors .
Fixed Compensation
Policy structure and actual cash fees received as a director.
| Item | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Director annual retainer (policy) | $35,000 | $35,000 | $35,000 | $50,000 (policy updated; plus $10k comp comm., $5k nom-gov, $10k audit; Board Chair +$35k) |
| Fees earned by Marantz (cash) | $2,378 | $29,122 | $45,000 | $57,500 |
Performance Compensation
Annual equity compensation (director, time‑based).
| Item | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Option awards to Marantz ($) | $642,585 | $240,300 | $273,000 | $309,000 |
Equity grant mechanics:
- Inaugural equity (non-employee director): Option to purchase 20,000 shares; vests monthly over 2 years (older policy) .
- Annual equity: Option to purchase 15,000 shares; vests monthly over 1 year (current policy). In 2023 program (for FY23), the company granted options for 11,622 shares plus 3,378 deferred stock units (DSUs) (total 15,000 equivalents) .
- No option repricing without stockholder approval; options are inherently performance-based (value only if stock price rises) .
Note: No director-specific performance metrics disclosed; equity vests on service schedules .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Krystal Biotech (public) | Director (prior); later CBO | Not disclosed | Prior public company board service before CBO role |
| None disclosed (current) | — | — | Company discloses no compensation committee interlocks; no insiders on comp committee . |
Expertise & Qualifications
- Clinical/scientific and commercial leadership across rare diseases and vaccines; led or supported multiple product launches and global medical affairs build-outs .
- Education: M.D. (Tongji), Ph.D. Biochemistry & Molecular Biology (Medical University of South Carolina), MBA (UC Berkeley) .
- Board-relevant domains: medical affairs, development strategy, commercialization, BD/M&A .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (ARCT common) | 68,568 shares (includes options exercisable within 60 days); <1% of outstanding |
| Shares pledged | None disclosed; pledging prohibited by policy |
| Ownership guidelines | Not disclosed for directors in proxy |
Insider Trades (ARCT only)
| Date | Type | Security | Quantity | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2023‑08‑01 | Option Award | Stock options | 15,000 | $0 | 15,000 | https://www.secform4.com/filings/1768224/0001193805-23-001072.htm |
| 2024‑06‑14 (filed 2024‑06‑18) | Transaction reported (incl. derivative) | Common/Derivative | 3,131 | $0 | 18,131 | https://www.secform4.com/filings/1768224/0001193805-24-000829.htm |
| 2024‑11‑22 | Option Award | Stock options | 15,000 | $0 | 18,131 (as reported in filing) | https://www.secform4.com/filings/1768224/0001193805-24-000829.htm |
Note: Marantz is also an officer at Scholar Rock; separate SRRK Form 4 activity in 2024–2025 is reported publicly but pertains to SRRK, not ARCT .
Governance Assessment
- Board effectiveness and engagement: Independent status, two committee roles (Compensation; Nominating & Corporate Governance), and meeting attendance ≥75% indicate active oversight. Committee composition meets Nasdaq independence rules, with no compensation committee interlocks disclosed .
- Pay alignment for directors: Mix skews toward at‑risk equity (annual options) with modest cash retainers; options vest over service periods; no repricing without shareholder approval—aligned with shareholder interests .
- Ownership alignment: Beneficial ownership driven by exercisable options; <1% stake. Hedging and pledging restrictions support alignment and mitigate misalignment risk .
- Conflicts/related-party exposure: Company reports no related party transactions >$120,000 in 2024; Board annually reviews independence and potential conflicts. No family relationships or disclosable legal proceedings for directors or officers .
- Shareholder sentiment: Significant improvement in Say‑on‑Pay support in 2024 (94.9%), reflecting constructive governance feedback loop; prior year support was 72.4% .
Director Compensation (detail)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Fees earned (cash) – Marantz | $2,378 | $29,122 | $45,000 | $57,500 |
| Option awards – Marantz ($) | $642,585 | $240,300 | $273,000 | $309,000 |
| Total director comp – Marantz ($) | $644,963 | $269,422 | $318,000 | $366,500 |
Committee Composition (current)
- Audit Committee: Barlow (Chair), Holmes, Markels .
- Compensation Committee: Marquet (Chair), Marantz, Barlow .
- Nominating & Corporate Governance Committee: Holmes (Chair), Marantz, Markels .
Red Flags (none disclosed)
- Related party transactions: None >$120k in 2024 .
- Hedging/pledging: Prohibited, reducing alignment risk concerns .
- Attendance: All directors ≥75% .
- Option repricing: Prohibited without shareholder approval .
Notes on Director Equity Programs
- Inaugural director option: 20,000 shares, monthly vesting over two years (legacy policy) .
- Ongoing annual grant: 15,000 share options, monthly vesting over one year (current policy; FY23 included 11,622 options + 3,378 DSUs) .
Independence & Code of Conduct Oversight
- Independence reaffirmed annually; conflicts evaluated by the Board per Nasdaq and SEC rules .
- Insider trading policy and Code of Conduct apply to directors; oversight of related person transactions resides with the Audit Committee .