Connie Matsui
About Connie Matsui
Connie Matsui is an independent director and current Chair of the Board at Artelo Biosciences (ARTL). She has over 16 years of general management experience in biotechnology, retiring from Biogen Idec as Executive Vice President in January 2009; she joined IDEC Pharmaceuticals in November 1992 and served on the Executive Committee at Biogen Idec/IDEC with senior roles spanning investor relations, corporate communications, HR, project management, and strategic planning . Notable leadership included Collaboration Chair for the late-stage development/commercialization of rituximab (Rituxan/MabThera) with Roche/Genentech and Project Leader for Zevalin, the first FDA-approved radioimmunotherapy . She holds BA and MBA degrees from Stanford University; age 70 as of November 8, 2024; appointed to Artelo’s Board May 2, 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen Idec / IDEC Pharmaceuticals | Executive Vice President; Senior Vice President (IR/Comms/HR/PM/Strategy); Executive Committee member | Joined Nov 1992; retired Jan 2009 | Collaboration Chair for rituximab; Project Leader for Zevalin (FDA-approved radioimmunotherapy) |
| Wells Fargo Bank | General management, marketing, human resources | Prior to biotechnology career | Corporate functions experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Sutro Biopharma | Chair of the Board | Current |
| Halozyme Therapeutics | Board Member | Current |
| Nonprofit boards | Various | Historical/ongoing involvement |
Board Governance
- Independence: The Board determined Ms. Matsui is independent under Nasdaq rules; 6 of 7 directors were independent as of November 8, 2024 .
- Leadership: Chair of the Board (separate from CEO); independent chair presides over executive sessions; no lead independent director needed while chair is independent .
- Committee memberships (FY2023 structure):
- Audit Committee: Member (Chair: Tamara A. Favorito); 4 meetings in FY2023; Audit Committee chair is a financial expert .
- Compensation Committee: Not a member (Chair: Steven Kelly); 6 meetings in FY2023 .
- Corporate Governance & Nominating Committee: Member (Chair: Douglas Blayney, M.D.); 4 meetings in FY2023 .
- Attendance and engagement: Board held 5 meetings in FY2023; independent director executive sessions at least quarterly; each director attended at least 75% of Board/committee meetings during their service period .
Fixed Compensation
Policy terms (Outside Director Compensation Policy adopted August 2023):
| Cash Component | Amount (Annual) |
|---|---|
| Non-employee director retainer | $40,000 |
| Board Chair fee | $25,000 |
| Audit Committee Chair | $15,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Chair | $12,000 |
| Compensation Committee Member | $5,000 |
| Corporate Governance & Nominating Chair | $8,000 |
| Corporate Governance & Nominating Member | $4,000 |
Actual FY2023 compensation (reported):
| Metric | FY2023 |
|---|---|
| Fees Earned or Paid in Cash ($) | $71,500 |
| Option Awards ($) | $2,905 (grant-date fair value, ASC 718) |
| Total ($) | $74,405 |
| Options outstanding (as of 12/31/2023) | 15,485 |
Notes:
- Annual per-director cap: cash + equity ≤ $750,000 per fiscal year (excluding compensation for non-director services) .
- Expenses related to Board service reimbursed; employees receive no extra pay for directorship .
Performance Compensation
Equity award structure for non-employee directors:
| Feature | Initial Award | Annual Award |
|---|---|---|
| Award type | Stock options | Stock options |
| Grant size | 3,500 options | 1,750 options |
| Exercise price | FMV on first trading date on/after appointment | FMV on date of each annual meeting |
| Vesting | 3 equal annual installments on service anniversaries | Vests on earlier of 1-year anniversary or day prior to next annual meeting |
| Eligibility | Upon becoming a non-employee director | Continuing non-employee directors ≥6 months service (Board may make exceptions) |
| Change-of-control (2018 Plan) | For non-employee directors, outstanding equity fully vests; restrictions lapse; performance goals deemed achieved at 100% of target; awards become fully exercisable, if applicable | Same, per 2018 Plan |
| Source | ||
| CoC acceleration source | — |
Additional governance features:
- Policy prohibits directors/officers/employees from hedging, short-selling, trading in public options on company stock, pledging as collateral, or holding in margin accounts .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Sutro Biopharma | Biotechnology | Chair of the Board | No related party transactions disclosed at ARTL |
| Halozyme Therapeutics | Biotechnology | Board Member | No related party transactions disclosed at ARTL |
Expertise & Qualifications
- Biotech commercialization and alliance leadership (rituximab collaboration chair; Zevalin project leader) .
- Executive management across IR/communications/HR/PM/strategy; prior financial services experience at Wells Fargo .
- Board leadership experience at multiple public biopharmas (Chair at Sutro; director at Halozyme) .
- Education: BA and MBA, Stanford University .
Equity Ownership
| Metric | As of Nov 8, 2024 | As of Jul 25, 2025 |
|---|---|---|
| Common shares held directly | 3,778 | 629 |
| Options exercisable within 60 days | — | 1,357 |
| Total beneficial ownership | 3,778 | 1,986; less than 1%* |
| Shares outstanding (reference for % calc) | 3,227,700 | 704,425 |
*Less than one percent notation per proxy footnote .
Policy and practices:
- No pledging permitted under insider trading policy; no hedging/derivative trading with company securities allowed .
- No related party transactions involving Ms. Matsui disclosed since January 1, 2022 .
Governance Assessment
- Strengths: Independent Board Chair; strong biotech commercialization and alliance credentials; service on audit and governance committees; formal prohibition of hedging/pledging; independent committee membership across all key committees; documented committee activity and Board executive sessions at least quarterly .
- Alignment: Receives modest cash retainers and small option awards with time-based vesting; director equity accelerates on change-of-control, aligning incentives in strategic outcomes; FY2023 total director pay of ~$74k suggests conservative board pay structure for a micro-cap .
- Attendance: Each director met at least the 75% attendance threshold; Board and key committees met regularly in FY2023; quarterly executive sessions promote independent oversight .
- Conflicts: No related party transactions disclosed; external board roles at Sutro and Halozyme noted—with no disclosed business dealings with ARTL—reducing conflict risk; independence affirmed by Board .
- Watch items / potential investor signals: Company received Nasdaq notice for non-compliance with stockholders’ equity and pursued major increases in authorized common (to 500,000,000) and preferred (to 10,000,000) shares and blank-check preferred—dilution and takeover-defense capacity may concern investors; as Board Chair, Ms. Matsui is central to oversight of capital-raising strategy and governance around these actions .
- RED FLAGS: Company-wide option repricing occurred for the CEO’s options in Feb 2024; while not specific to directors, repricing is shareholder-unfriendly and should be monitored for any extension to director awards (none disclosed for directors) .
