Magda Marquet
About Dr. Magda Marquet
Independent director at Arcturus Therapeutics since 2018; age 66. Co-founder/operator-turned-investor with deep biotech manufacturing and diagnostics experience (Althea Technologies, AltheaDx) and co-founder/co-CEO of ALMA Life Sciences, an early-stage healthcare investment firm. Ph.D. in biochemical engineering from INSA/University of Toulouse (France). Currently chairs Arcturus’ compensation committee and is deemed independent by the Board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Althea Technologies | Co-President & Co-CEO; later Chairman | Co-CEO: 1998–2009; Chairman: 2009–2019 | Built and scaled biotech manufacturing/CDMO operations |
| Vical; Amylin Pharmaceuticals | Product/Pharmaceutical Development roles | Prior to 1998 | Drug/product development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ALMA Life Sciences LLC | Co-founder & Co-CEO | Since 2013 | Early-stage healthcare investment firm |
| AltheaDx | Co-founder | Since 2009 | Pharmacogenomics/diagnostics company |
| AnaptysBio | Director | Since Jan 2021 | Public company board |
| Pfenex | Director | 2019–Oct 2020 | Served until acquisition by Ligand |
| Various private company boards | Director | Not disclosed | Several private boards |
Board Governance
- Independence: Determined independent by the Board (one of seven independents out of nine) .
- Committee assignments: Chair, Compensation Committee (members: Dr. Marquet (Chair), Dr. Marantz, Mr. Barlow) . Not a member of Audit (Barlow (Chair), Holmes, Markels) or Nominating/Governance (Holmes (Chair), Marantz, Markels) .
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of applicable Board and committee meetings. Compensation committee met four times in 2024 .
- Board leadership transition: Dr. Moncef Slaoui becomes Board Chair effective July 1, 2025 (succeeding Dr. Peter Farrell) .
- Say‑on‑Pay context: 94.9% approval at June 2024 annual meeting; committee uses independent consultant (F.W. Cook referenced in 2024/2025 peer review) .
- Policies: Insider trading policy prohibits hedging and pledging by directors; Code of Conduct applies to directors; cybersecurity oversight at Audit Committee .
Fixed Compensation (Director)
| Item | Amount/Terms | Source |
|---|---|---|
| 2024 Cash fees paid to Dr. Marquet | $52,500 | |
| Standard annual Board retainer (non‑employee) | $50,000 | |
| Committee membership retainers | Compensation: $10,000; Audit: $10,000; Nominating/Gov: $5,000 | |
| Committee chair retainers | Compensation Chair: +$10,000; Audit Chair: +$10,000; Nominating/Gov Chair: +$5,000 | |
| Board Chair retainer | +$35,000 |
Notes: The proxy discloses Dr. Marquet’s actual 2024 cash fees and the fee schedule; it does not detail any proration mechanics per director beyond these disclosed amounts .
Performance Compensation (Director)
| Equity Element | 2024 Amount/Terms | Vesting | Notes |
|---|---|---|---|
| Option awards (grant-date fair value) – Dr. Marquet | $309,000 | Per annual grant policy | 2024 non‑employee directors received option awards; values shown are fair value at grant |
| Annual equity grant policy (non‑employee directors) | Option to purchase 15,000 shares annually | Vests monthly over 1 year | New directors receive prorated annual grant in first year |
| Inaugural equity grant policy (upon joining board) | Option to purchase 15,000 shares | Vests monthly over 2 years | Applies to newly appointed directors |
Additional provisions:
- No director restricted stock units disclosed for 2024; policy uses stock options (inherently value-at-risk, aligned to price appreciation) .
- Equity plan prohibits option repricing without stockholder approval .
- Certain director/officer options may have acceleration upon change-in-control if an award is not assumed, substituted, or continued, or upon qualifying termination per plan/award terms (general disclosure) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | AnaptysBio (Director, since Jan 2021) |
| Prior public boards | Pfenex (2019–Oct 2020, through acquisition) |
| Compensation committee interlocks | None; no committee member served as an Arcturus officer; no reciprocal interlocks disclosed |
Expertise & Qualifications
- Biotech operating and CDMO leadership (Althea Technologies), diagnostics (AltheaDx), and venture investing (ALMA Life Sciences) .
- Ph.D. in biochemical engineering (INSA/University of Toulouse), indicating strong technical credibility for science-led oversight .
- Governance: Chairs Compensation Committee; the committee engages independent consultants, reviews peer groups, and oversees executive/director pay disclosures .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Dr. Magda Marquet | 144,311 shares | <1% | Includes shares issuable upon exercise of options exercisable within 60 days of April 8, 2025 |
Additional alignment and controls:
- Insider trading policy prohibits hedging and pledging by directors (alignment with shareholders) .
- No related party transactions >$120,000 involving directors in 2024 (conflicts screened by Audit Committee) .
Governance Assessment
-
Strengths
- Independent, long-tenured life sciences operator/investor with relevant technical and compensation governance expertise; serves as Compensation Committee Chair .
- Strong director equity alignment via options; no hedging/pledging allowed; no related‑party transactions disclosed in 2024 .
- Shareholder support for executive pay (94.9% 2024 say‑on‑pay) and use of independent compensation consultant/peer context .
- Attendance threshold met; committee meets regularly; robust committee structure and charters .
-
Watch items
- Director compensation mix is heavily option‑based (no RSUs), which heightens dilution sensitivity; while plan prohibits repricing, the company’s equity overhang/run‑rate are monitored by the committee (general plan data provided) .
- Board’s meeting attendance disclosed in aggregate (≥75% for each director) without director‑level attendance detail; continued monitoring of engagement advisable .
- Change in Board Chair (to Dr. Slaoui effective July 1, 2025) may shift committee dynamics and oversight focus; continuity of compensation governance under Dr. Marquet remains important .
-
Red flags
- None identified in 2024 related to attendance, related‑party transactions, hedging/pledging, or interlocks (per disclosures) .
Appendix: Committee Snapshot (Context)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Dr. Magda Marquet; Dr. Jing L. Marantz; James Barlow | Dr. Marquet | 4 |
| Audit | James Barlow; Dr. Edward W. Holmes; Dr. John H. Markels | James Barlow | 6 |
| Nominating & Corporate Governance | Dr. Edward W. Holmes; Dr. Jing L. Marantz; Dr. John H. Markels | Dr. Holmes | 2 |
Sources
- 2025 DEF 14A (April 25, 2025): Director biography, independence, committees, meetings, policies, director pay, beneficial ownership, related‑party, say‑on‑pay, compensation committee report .