Douglas Blayney
About Douglas Blayney, M.D.
Independent director of Artelo Biosciences since July 31, 2017; age 74 as of November 8, 2024. Professor of Medicine (Oncology), Emeritus at Stanford University; former Medical Director of the Stanford Cancer Center; past president of ASCO; extensive clinical trial, oncology practice, and FDA advisory experience. Education includes electrical engineering (Stanford), M.D. (UC San Diego), and postgraduate training at UCSD and the National Cancer Institute.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Professor of Medicine (Oncology), Emeritus; former Medical Director, Stanford Cancer Center | Not disclosed | Led major cancer center; academic leadership |
| American Society of Clinical Oncology (ASCO) | Past President; Founder/Editor of Journal of Oncology Practice | Not disclosed | Quality initiatives; editorial leadership |
| FDA Oncologic Drugs Advisory Committee | Member | Not disclosed | Regulatory advisory expertise |
| University of Michigan | Professor of Internal Medicine; Medical Director, Comprehensive Cancer Center | Not disclosed | Clinical and administrative leadership |
| Wilshire Oncology Medical Group | Practiced and led multidisciplinary oncology group | Not disclosed | Practice leadership; oncology operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stanford University | Professor Emeritus (Oncology) | Current | Ongoing academic affiliation |
| ASCO | Editorial and leadership roles (Founding Editor-in-Chief; Editor Emeritus) | Current/Past | Oncology practice and quality focus |
No other public company directorships are disclosed in ARTL’s proxy for Dr. Blayney.
Board Governance
- Independence: Blayney is one of six independent directors on a seven-member board under Nasdaq rules.
- Committee assignments: Chair, Corporate Governance & Nominating Committee; not on Audit or Compensation Committees.
- Board leadership: Independent Chair (Connie Matsui); therefore no lead independent director.
- Attendance: Board held five meetings in FY2023; each director attended at least 75% of Board and applicable committee meetings. Independent director executive sessions occur at least quarterly.
- Hedging/pledging: Company policy prohibits short sales, public options on ARTL stock, pledging, and margin accounts for insiders (directors included).
Fixed Compensation
| FY | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 43,000 | 2,905 | 45,905 |
Outside Director Compensation Policy (effective Aug 2023, applies to non-employee directors):
- Cash retainers: $40,000 director; $25,000 board chair; $15,000 audit chair; $7,500 audit member; $12,000 compensation chair; $5,000 compensation member; $8,000 governance chair; $4,000 governance member.
- Annual cap: aggregate cash + equity ≤ $750,000 per fiscal year for any non-employee director.
Performance Compensation
| Equity Award Component | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial option award (onboarding) | 3,500 shares | 3 equal annual installments from service commencement | Strike = fair market value on first trading day on/after start date |
| Annual option award (continuing directors) | 1,750 shares | Vests by earlier of 1 year from grant or day before next annual meeting | Strike = fair market value on grant date; ≥6 months service (board may make exceptions) |
| Change-in-control treatment (2018 Plan) | N/A | Full vest; performance goals deemed achieved at 100% | Applies to non-employee directors’ awards |
Option repricing and re-vesting (Compensation Committee action, Feb 28, 2024; includes non-employee directors):
- Scope: All options with exercise price ≥ $1.99 repriced to $1.55 (closing price on amendment date).
- New vesting: 0% vested at amendment; 1/3 vests at first anniversary; remainder 1/36 monthly thereafter, subject to service.
- Committee rationale: Retention/incentive while preserving cash and without significant additional equity grants.
Other Directorships & Interlocks
| Person | Other public company boards | Notes |
|---|---|---|
| Douglas Blayney, M.D. | None disclosed | Bio lists academic/regulatory roles; no public boards disclosed |
Related person transactions: None since January 1, 2022 meeting Item 404 thresholds.
Expertise & Qualifications
- Oncology clinical leadership; practice management; regulatory advisory (FDA ODAC); extensive publications and trial experience.
- Academic credentials: engineering (Stanford), M.D. (UCSD), NCI postgraduate training.
- Board qualification emphasis: biopharma, clinical trials, FDA familiarity; relevant to ARTL’s development-stage oncology and anorexia programs.
Equity Ownership
| Metric | Nov 8, 2024 | Jul 25, 2025 |
|---|---|---|
| Shares held directly | 834 | 139 |
| Options exercisable within 60 days | — | 1,189 |
| Total beneficially owned | 834 | 1,328 |
| Ownership as % of outstanding | Less than 1% | Less than 1% |
| Options outstanding (12/31/2023, supplemental) | 13,584 options outstanding | — |
Policy prohibits pledging and certain derivative activities, supporting alignment.
Governance Assessment
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Strengths:
- Independent director with deep oncology and FDA experience; chairs Governance & Nominating, aligning board composition and oversight with development-stage needs.
- Robust independence and committee structure; quarterly executive sessions; clear hedging/pledging prohibitions.
- No related-party transactions disclosed; clean conflict profile.
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Risks / RED FLAGS:
- Option repricing for directors and employees (Feb 2024) reduces strike prices and resets vesting—can be viewed as shareholder-unfriendly if not tied to performance; however, committee cited cash preservation and retention.
- Capital structure actions: 2025 special meeting proposals to increase authorized common to 500,000,000 and preferred to 10,000,000 with board-designated rights (blank check preferred) introduce potential anti-takeover implications and dilution flexibility (though Board notes fiduciary duty and Nasdaq equity compliance needs).
- Reverse split (1-for-6) in June 2025 to maintain Nasdaq listing, and subsequent large authorization requests signal financing dependency typical of micro-cap biotech and can pressure governance and investor confidence.
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Attendance/engagement: Meets minimum attendance thresholds; chairs a key committee; no legal proceedings disclosed affecting integrity.
Overall, Blayney’s clinical/regulatory expertise and committee leadership support board effectiveness for ARTL’s stage and therapeutic focus; governance risks primarily relate to board-level equity structure decisions and option modification practices common in capital-constrained biopharma.
