Martin Emanuele
About R. Martin Emanuele
R. Martin Emanuele, Ph.D., is an independent director of Artelo Biosciences, first elected in September 2017. As of April 21, 2023 he was 68; his background spans senior development, strategy, and business development roles across biopharma. He holds a Ph.D. in pharmacology and experimental therapeutics (Loyola University Chicago), an MBA (University of Colorado), and a BS in biology (Colorado State University) . He was nominated to continue as a Class I director with a three‑year term ending at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mast Therapeutics (now Savara, Inc.) | SVP, Development | May 2011 – Oct 2016 | Clinical development leadership |
| DaVita, Inc. | VP, Pharmaceutical Strategy | Apr 2010 – Apr 2011 | Strategic planning in healthcare services |
| SynthRx, Inc. | Co‑founder & CEO | Jun 2008 – Apr 2010 | Built and led private biopharma; acquired by Mast (Savara) |
| Kemia, Inc. | SVP, Business Development | Nov 2006 – May 2008 | Small‑molecule BD for venture‑backed biotech |
| Avanir Pharmaceuticals, Inc. | VP, Corporate Development & Portfolio Mgmt (various senior roles) | 2002 – 2006 | Portfolio management and corporate development |
| CytRx Corporation | VP, R&D and Business Development (various roles) | 1988 – 2002 | R&D leadership and BD |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Visgenx, Inc. | Co‑founder & CEO | Private | Current executive role; biopharmaceutical company |
Board Governance
- Independence: The Board determined Dr. Emanuele is independent under Nasdaq rules; six of seven directors (including Emanuele) are independent .
- Committee assignments: Member, Corporate Governance & Nominating Committee; not on Audit or Compensation .
- Committee leadership: Not a chair; current chairs are Audit (Tamara A. (Seymour) Favorito), Compensation (Steven Kelly), Corporate Governance & Nominating (Douglas Blayney, M.D.) .
- Attendance: In FY 2023, the Board held 5 meetings; Corporate Governance & Nominating held 4; each director attended at least 75% of the aggregate Board and applicable committee meetings .
- Executive sessions: Independent directors meet at least quarterly in executive session; Chair of the Board is independent (Connie Matsui) .
- Hedging/pledging policy: Directors are prohibited from short sales, trading derivative securities (outside company plans), pledging company securities, and holding in margin accounts .
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Non‑employee director retainer | $40,000 | Cash retainer |
| Chair of Board | $25,000 | Additional cash (if serving as chair) |
| Audit Committee chair | $15,000 | Additional cash |
| Audit Committee member | $7,500 | Additional cash |
| Compensation Committee chair | $12,000 | Additional cash |
| Compensation Committee member | $5,000 | Additional cash |
| Corporate Governance & Nominating chair | $8,000 | Additional cash |
| Corporate Governance & Nominating member | $4,000 | Additional cash |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2022 | $34,000 | — | $3,044 | $37,044 |
| 2023 | $34,000 | — | $2,905 | $41,905 |
- Equity grant policy: Initial option award of 3,500 shares upon joining the Board, vesting in three equal annual installments; annual option award of 1,750 shares for continuing directors, vesting after one year or before the next annual meeting .
- Cash + equity cap: Aggregate annual value of director cash compensation and equity awards capped at $750,000 .
Performance Compensation
- No performance‑based pay disclosed for non‑employee directors; equity awards are option grants with time‑based vesting. The 2018 Plan provides change‑in‑control acceleration (full vesting; performance goals deemed achieved at 100% of target for performance‑based awards, if any) .
Other Directorships & Interlocks
| Company | Public Ticker | Role | Committee Roles |
|---|---|---|---|
| None disclosed (public companies) | — | — | — |
| Visgenx, Inc. (private) | — | Co‑founder & CEO | — |
Expertise & Qualifications
- Advanced scientific training (Ph.D., pharmacology and experimental therapeutics) with extensive biopharma operating roles spanning R&D, development, strategy, and business development .
- MBA with healthcare/pharma emphasis; executive leadership experience (CEO, SVP) across multiple biotech companies .
Equity Ownership
| As‑of Date | Shares Held | Options Exercisable Within 60 Days | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Dec 31, 2023 | — | 13,119 options outstanding (total awards) | — | — |
| July 25, 2025 | 139 | 1,152 | 1,291 | Less than one percent |
- Shares outstanding basis: 704,425 shares outstanding used for July 25, 2025 beneficial ownership percentages .
- Policy prohibits pledging or hedging of company securities, supporting alignment .
Governance Assessment
- Strengths: Independent status; active committee membership in Corporate Governance & Nominating; Board uses quarterly executive sessions; attendance at least 75% for FY 2023; hedging/pledging ban improves alignment .
- Ownership alignment: Beneficial ownership is de minimis (1,291 shares/options counted as beneficial; “<1%”); option awards are modest; policy grants are time‑vested rather than performance‑based .
- Compensation structure: Clear, modest cash retainer plus small annual option grants; no performance metrics tied to director compensation; change‑in‑control acceleration of director equity may be viewed as shareholder‑unfriendly by some investors but is standardized in plan documents .
- Potential red flags: Company‑level proposals in 2025 to massively increase authorized common stock (to 500,000,000) and preferred stock with blank‑check features could signal potential dilution; while not director‑specific, board‑level stewardship and investor communication around capital planning are important to monitor .
- Related‑party and conflicts: The Board’s independence review considered related person transactions; Emanuele remains independent. No family relationships or material legal proceedings affecting director integrity were disclosed for the Board cohort . Further review of the “Related Person Transactions” section showed the framework but no Emanuele‑specific items in retrieved excerpts .
