Gregory Reyes
About Gregory R. Reyes
Independent director of Artelo Biosciences (ARTL) since November 30, 2020; age 70 as of November 8, 2024. M.D. and Ph.D. from The Johns Hopkins School of Medicine; trained in medicine at Stanford University Hospital. Career credentials include senior leadership in drug discovery and oncology across large-cap biopharma and biotech, with advisory roles in UK cancer drug development. Tenure on ARTL’s board: ~5 years as of late 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene (San Diego) | SVP, Drug Discovery & Site Head | Jun 2011 – Jun 2016 | Oversaw global drug discovery |
| Biogen Idec (San Diego) | SVP & Site Head, Oncology Franchise | Oct 2008 – Jun 2011 | Led oncology R&D |
| Pfizer (Ann Arbor) | Head, Discovery Biology | Not disclosed | Advanced preclinical programs |
| Schering-Plough Research Institute (now Merck) | Led Tumor Biology & Infectious Diseases | Not disclosed | Team advanced Victrelis (boceprevir) preclinical; Prix Galien recognition |
External Roles
| Organization | Role | Public/Private | Dates | Notes |
|---|---|---|---|---|
| OROX Biosciences, Inc. | Co-Founder; Board member/Advisor | Private | Jun 2017 – present | Fibrosis/oncology drug discovery |
| Cancer Research UK | Advisor, New Agents Committee | Non-profit | Current | External advisory role |
| Yatiri Bio | Scientific Advisory Board Member | Private | Aug 2020 – present | Advisor role |
Board Governance
- Independence: Board determined Reyes is independent under Nasdaq rules .
- Committee assignments: Compensation Committee member; not on Audit or Corporate Governance & Nominating committees. Current committee chairs: Audit (Tamara Favorito), Compensation (Steven Kelly), Governance (Douglas Blayney) .
- Board structure: Independent Chair (Connie Matsui); therefore no Lead Independent Director .
- Attendance: Board met five times in FY 2023; each director attended at least 75% of Board and applicable committee meetings. Independent directors hold executive sessions at least quarterly .
- Classified board adopted in 2023 with staggered terms across Class I–III directors .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Not a member | Tamara A. (Seymour) Favorito | Audit committee financial expert designated |
| Compensation | Member | Steven Kelly | Six meetings in FY 2023 |
| Governance & Nominating | Not a member | Douglas Blayney | Four meetings in FY 2023 |
Fixed Compensation
- Outside Director Compensation Policy (adopted Aug 2023): annual cash retainer $40,000; board chair $25,000; audit chair $15,000; audit member $7,500; compensation chair $12,000; compensation member $5,000; governance chair $8,000; governance member $4,000; annual equity option awards; annual cap $750,000 for cash+equity value .
- Actual FY 2023 director compensation (cash and option fair value) for Reyes: cash $39,500; option awards $2,905; total $42,405 .
| Name | Fees Earned (Cash, $) | Option Awards (Grant-date FV, $) | Total ($) |
|---|---|---|---|
| Gregory R. Reyes, M.D., Ph.D. | 39,500 | 2,905 | 42,405 |
| Role/Element | Annual Fee ($) |
|---|---|
| Non-employee director retainer | 40,000 |
| Compensation Committee member | 5,000 |
| Compensation Committee chair (if applicable) | 12,000 |
| Board chair (if applicable) | 25,000 |
| Audit Committee chair/member | 15,000 / 7,500 |
| Governance Committee chair/member | 8,000 / 4,000 |
| Annual cash+equity cap | 750,000 |
Performance Compensation
- Equity structure for directors: Options only (no RSUs/PSUs disclosed). Initial award for new directors: 3,500 options vesting in three annual installments; annual award: 1,750 options vesting after one year or before next annual meeting; time-based vesting; change-of-control accelerates vesting to 100% target .
- Option Awards Outstanding (as of Dec 31, 2023): Reyes had 11,084 outstanding option awards .
- Option Repricing Event (RED FLAG): On Feb 28, 2024, the Compensation Committee repriced eligible options (employees and non-employee directors) with exercise prices ≥$1.99 to $1.55 and reset vesting to 1/3 at first anniversary then 1/36 monthly; company disclosed 488,069 options were repriced with incremental ASC 718 fair value recognized .
| Equity Element | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial director option grant | 3,500 options | 1/3 annually over 3 years | FMV strike at grant; service-contingent |
| Annual director option grant | 1,750 options | 1-year cliff or until next annual meeting | Service-contingent |
| Change-of-control treatment | Full vesting at 100% target | Immediate upon CoC | Applies to non-employee director awards |
| Repricing (Feb 28, 2024) | Exercise price reset to $1.55 | 1/3 at 1-year; then monthly | Included directors; 488,069 options repriced (company-wide) |
Other Directorships & Interlocks
| Organization | Type | Role | Public/Private | Dates |
|---|---|---|---|---|
| Artelo Biosciences | Biotech | Independent Director | Public (Nasdaq: ARTL) | Nov 2020 – present |
| OROX Biosciences | Biotech | Co-Founder; Advisor | Private | 2017 – present |
| Cancer Research UK | Non-profit | Advisor | N/A | Current |
| Yatiri Bio | Biotech | SAB Member | Private | 2020 – present |
- Network interlock: Shared past employer Biogen Idec with Board Chair Connie Matsui (she served on Biogen Idec executive committee) and Reyes (San Diego Site Head, Oncology). This may imply aligned industry perspectives and familiarity between directors .
Expertise & Qualifications
- Advanced clinical and scientific training (M.D./Ph.D.; Stanford medical training); nearly 100 publications and 50 patents/applications reported by company bio page **[https://artelobio.com/board/#::text=UK%20and%20US.-,Dr.,Stanford's%20Cancer%20Biology%20Research%20Lab.]**.
- Leadership in discovery advancing >50 molecules/biologics; key role in boceprevir (Victrelis) HCV protease inhibitor advancing to approval; Prix Galien recognition (shared) .
Equity Ownership
Beneficial ownership has remained de minimis; no direct share holdings reported in 2024 and only options counted within 60 days in 2023 and 2025.
| Date (Shares Outstanding) | Shares Held | Options Exercisable ≤60 days | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Apr 21, 2023 (2,855,688) | 0 | 5,666 | 5,666 | <1% |
| Nov 8, 2024 (3,227,700) | 0 | 0 | 0 | <1% |
| Jul 25, 2025 (704,425) | 0 | 935 | 935 | <1% |
- Hedging/pledging: Company insider trading policy prohibits short sales, public options trading on company securities, pledging, and margin accounts for directors .
Governance Assessment
- Committee role effectiveness: As Compensation Committee member, Reyes contributes to executive/director pay oversight; committee met 6 times in FY 2023, indicating active engagement . Independence status supports objective judgment free of management influence .
- Alignment: Minimal beneficial ownership and option-only equity for directors indicates limited “skin in the game.” No RSU/PSU or performance-linked metrics disclosed for directors; equity is service-based with change-of-control acceleration, which can reduce retention-based alignment in takeover scenarios .
- RED FLAGS:
- Option repricing and vesting reset on Feb 28, 2024 affecting employees and non-employee directors (including Reyes), a shareholder-unfriendly practice that weakens pay-for-performance signals; company-wide 488,069 options repriced to $1.55 with modified vesting .
- Classified board structure adopted in 2023 can entrench directors and reduce accountability via staggered terms .
- Attendance and engagement: Board/committee attendance at least 75% and quarterly executive sessions suggest baseline board engagement and oversight practices .
- Related party risk: Company discloses no related person transactions during the relevant periods, reducing conflict risk .
- Shareholder feedback: 2024 annual meeting re-elected Class I directors; 2025 special meeting approved a large increase in authorized common shares (500M) but failed to approve blank-check preferred—indicative of shareholder sensitivity to dilution and governance authority .
Note: We attempted to retrieve Form 4 insider trading records for “Gregory Reyes” at ARTL using the insider-trades skill, but the data endpoint returned an authorization error; no insider transaction table is included. We relied on proxy ownership tables and company policies for alignment and risk indicators [insider-trades SKILL.md; tool call error].
Appendix: Board Voting Outcomes (Signals)
- 2024 Annual Meeting voting: Class I directors re-elected; audit firm ratified .
- 2025 Special Meeting voting: Authorized common shares increased to 500,000,000; blank-check preferred not approved; audit firm ratified .
