John Markels
About John H. Markels
Independent director since December 2022; age 60 as of the 2025 proxy. Ph.D. in Chemical Engineering from UC Berkeley and B.S. in Chemical Engineering from the University of Delaware. Retired from Merck in March 2022 after serving as President, Global Vaccines and holding senior roles in commercial leadership and global manufacturing. Currently serves on Sangamo Therapeutics’ board and on science/engineering advisory boards at UC Berkeley and the University of Delaware .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | President, Global Vaccines | Through March 2022 (retired) | Led discovery/development, supply/access, global marketing, and portfolio strategy |
| Merck & Co., Inc. | President, Latin America | Jan 2018 – Jan 2019 | Regional commercial leadership |
| Merck & Co., Inc. | SVP, Global Human Health Business Strategy | Jan 2017 – Dec 2017 | Corporate strategy for Human Health |
| Merck & Co., Inc. | Managing Director, Mexico | Nov 2013 – Jan 2017 | Country leadership |
| Merck & Co., Inc. | Senior manufacturing leadership (API, vaccines; EMEA/APAC/emerging markets ops) | Prior to commercial roles | Global manufacturing operations and technology/product development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sangamo Therapeutics | Director | Current | Public company board service |
| UC Berkeley College of Chemistry | Advisory Board Chair | Current | Academic advisory leadership |
| Univ. of Delaware Dept. of Chemical & Biomolecular Engineering | Advisory Board Member | Current | Academic advisory role |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Committee chairs: Audit Committee chaired by James Barlow; Nominating & Corporate Governance chaired by Edward W. Holmes; Compensation chaired by Magda Marquet (Markels is not a chair) .
- Independence: Board determined Markels is independent under Nasdaq rules; 7 of 9 directors are independent .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings (Audit held 6; Compensation 4; Nominating 2) .
- Risk oversight: Audit oversees financial reporting and cybersecurity; Nominating oversees independence and conflicts; Compensation oversees compensation risk .
Fixed Compensation
| Component | Policy Amount | Actual 2024 Cash for Markels |
|---|---|---|
| Board annual retainer (non-employee) | $50,000 | $47,500 |
| Audit Committee membership | $10,000 | Included in total (actual shown above) |
| Nominating & Corporate Governance membership | $5,000 | Included in total (actual shown above) |
| Committee chair premiums (if applicable) | $10,000 (Comp), $10,000 (Audit), $5,000 (Nominating) | Not applicable for Markels (not a chair) |
Note: The company reports actual director cash paid; policy retainers are disclosed separately. Variances may reflect proration or timing; the proxy does not detail individual proration .
Performance Compensation
| Component | Terms | 2024 Value |
|---|---|---|
| Annual Equity Grant (Directors) | Stock options to purchase 15,000 shares; monthly vesting over 1 year; grant typically at annual meeting; exercise price at Fair Market Value under the 2019 Plan | $309,000 option award value for Markels |
| Inaugural Equity Grant (upon joining board) | Stock options to purchase 15,000 shares; monthly vesting over 2 years | Not applicable to 2024 (initial grant at prior appointment) |
No director PSUs/RSUs or performance metrics are disclosed for director pay; options are time-based and value depends on post-grant stock price appreciation .
Other Directorships & Interlocks
| Entity | Relationship Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Sangamo Therapeutics | Public company directorship | Distinct biotech focus; no ARCT-related party transactions disclosed; Audit Committee reviews related person transactions . |
Expertise & Qualifications
- Advanced technical and manufacturing expertise (API and vaccines), plus global commercial leadership experience (Latin America, Mexico) .
- Academic governance roles in chemistry and chemical engineering; Ph.D. UC Berkeley; B.S. University of Delaware .
- Independent director under Nasdaq rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| John H. Markels | 53,855 | <1% | Includes 53,855 shares issuable upon exercise of options exercisable within 60 days of April 8, 2025; footnote (16) . |
Section 16(a) compliance: Company states all insiders complied with Form 3/4/5 filing requirements in 2024 .
Governance Assessment
- Alignment: Independent status, service on Audit and Nominating committees, and prohibition on hedging for directors support investor alignment and risk oversight .
- Incentives: Director equity is exclusively options with time-based vesting (no RSU “full-value” awards for directors disclosed), linking value to future stock performance .
- Ownership: Beneficial ownership is modest (<1%); exercisable options indicate skin-in-the-game but limited direct shareholding; no pledging disclosed .
- Engagement: At least 75% attendance with active committee service; Audit met 6 times, Nominating 2, indicating ongoing oversight cadence .
- Conflicts: No related party transactions >$120,000 involving directors in 2024; Audit Committee oversees related party review; no family relationships or required legal proceedings disclosures for directors .
Red flags: None disclosed for Markels on attendance, related-party dealings, or hedging/pledging. Watch items include relatively low cash fees versus policy retainers without explanatory detail (likely proration/timing), but not flagged by the company as problematic .