Mark A. McCamish
About Mark A. McCamish
Dr. Mark A. McCamish, age 73, is an independent director of Avadel Pharmaceuticals plc, serving on the Board since December 2019; he is President and Chief Executive Officer of IconOVir Bio, Inc. . He holds a B.A. and M.A. from UC Santa Barbara, a Ph.D. in Human Nutrition from Penn State, and an M.D. from UCLA; he is Board Certified in Internal Medicine and Nutrition & Metabolism, with 30+ years in life sciences leadership, clinical research, and pharma development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forty Seven, Inc. | President & CEO; Director | May 2017–Apr 2020 | Led company through acquisition by Gilead Sciences (Apr 2020) |
| Sandoz Inc. | Global Head, Biopharmaceutical Development | Jul 2009–Apr 2017 | Led biosimilar development globally |
| Vincerx Pharma, Inc. | Director | Dec 2020–May 2021 | Board service at oncology-focused biopharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IconOVir Bio, Inc. | President & CEO; Director | Since Nov 2020 | Oncolytic virus therapy development |
| Rafael Holdings, Inc. | Director | Current | Public biopharma, cancer/immune therapies |
Board Governance
- Independence: Determined independent under Nasdaq rules; one-year terms, elected annually by majority of votes cast .
- Committee assignments: Audit Committee member; Compensation Committee member (not chair) .
- Board/committee attendance: In FY2024, each incumbent director attended ≥75% of combined Board and assigned committee meetings; all directors then in office attended the 2024 AGM .
- 2025 shareholder vote outcome: Re-elected July 29, 2025—For: 54,941,279; Against: 11,975,126; Withhold: 54,634; Broker Non-Votes: 16,688,424 .
- Governance posture: Board risk oversight via Audit (including cybersecurity), Compensation, and Nominating & Governance committees; independent chair (Geoffrey M. Glass) .
Fixed Compensation
| Component | Policy Detail | McCamish 2024 Amount |
|---|---|---|
| Board retainer (cash) | $52,100 annual for non-employee directors | $52,100 |
| Committee retainer (Audit member) | $10,000 member; $20,000 chair | $10,000 |
| Committee retainer (Comp member) | $7,500 member; $15,000 chair | $7,500 |
| Total cash fees | Sum of applicable retainers | $69,600 |
- No meeting fees; non-executive directors reimbursed for expenses; no termination benefits for non-executives .
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Vesting | Grant Date Fair Value (2024) |
|---|---|---|---|---|
| Stock options | Jul 30, 2024 | 11,000 | 100% on 1-year anniversary or next AGM | $145,357 |
| Restricted stock awards (RSAs) | Jul 30, 2024 | 11,000 | 100% on 1-year anniversary or next AGM | $179,520 |
| Initial option (for first election) | Policy | 49,500 | 1/3 annually over 3 years | N/A |
| Total equity value (2024) | — | — | — | $324,877 ($145,357 options + $179,520 RSAs) |
- Structure: Non-employee director equity is time-based; no disclosed director PSUs/PSOs or performance metric linkage; vesting aligned to service rather than financial targets .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Conflicts |
|---|---|---|---|
| Rafael Holdings, Inc. | Director | Not disclosed in AVDL proxy | No related-party transactions disclosed involving McCamish |
| IconOVir Bio, Inc. | President & CEO; Director | Not disclosed in AVDL proxy | No related-party transactions disclosed involving McCamish |
- Compensation Committee interlocks: AVDL’s 2024 Compensation Committee members (including McCamish) had no relationships requiring related-party disclosure; no executive officer served on another entity’s comp committee that had interlocks with AVDL .
Expertise & Qualifications
- Education: B.A./M.A. (UC Santa Barbara), Ph.D. (Penn State), M.D. (UCLA); Board Certified in Internal Medicine and Nutrition & Metabolism .
- Industry expertise: >30 years in life sciences management, clinical/pharma research; global biopharma development leadership (Sandoz) .
- Financial literacy: Audit Committee members (including McCamish) deemed independent and financially literate by the Board; audit chair qualified as financial expert .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Components/Notes |
|---|---|---|---|
| Mark A. McCamish | 358,025 | <1% | Includes 280,000 options exercisable within 60 days; 67,025 shares held by Matthew 5 LLC (owned by Mark & Barbara McCamish Family Trust; McCamish serves as manager); 11,000 RSAs vesting within 60 days |
- Ownership guidelines: Non-employee directors must hold equity ≥3× the cash retainer ($52,100), with a five-year phase-in; as of the proxy date, all directors subject either met the requirement or remained within phase-in timing .
- Trading policy: Directors prohibited from hedging and pledging company securities .
Governance Assessment
- Board effectiveness: Independent director, dual committee membership (Audit and Compensation), and attendance ≥75% indicate active oversight and engagement .
- Alignment & incentives: Director pay emphasizes equity with service-based vesting; ownership guidelines and anti-hedging/pledging policy strengthen alignment with shareholders .
- Conflicts/related party exposure: Company reports no related person transactions >$120,000 since Jan 1, 2024 involving directors or their affiliates, beyond standard compensation .
- Shareholder signals: 2025 election support recorded at 54,941,279 “For” vs 11,975,126 “Against” for McCamish; not a “routine” item—broker non-votes present; directors elected to one-year terms, suggesting accountability cadence . 2024 Say-on-Pay approval ~90% for AVDL’s NEO compensation indicates broad investor support for compensation governance (company-level signal) .
- Compensation governance: Use of independent consultant (Aon), annual review of peer group and equity design, and formal clawback policy for executive officers (SEC/Nasdaq compliant) promote pay discipline; clawback policy applies to current/former executive officers, not specifically to non-employee directors .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, legal proceedings, or compensation interlocks; note presence of non-trivial “Against” votes in 2025 director election counts, warranting continued monitoring of investor sentiment .