Esther Martinborough
CODEXISAbout Esther Martinborough
Independent director since February 2021; age 59. Ph.D. in chemistry from the Swiss Institute of Technology, Zurich (ETH Zurich) with post‑doctoral studies at the University of Illinois at Urbana‑Champaign. Former Chief Scientific Officer at Escient Pharmaceuticals; extensive drug discovery and development leadership across neurology, metabolic diseases, and pain, with prior roles at Receptos, Vertex, and Ligand. Board member of San Diego Squared (SD2) since 2021.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Escient Pharmaceuticals | Chief Scientific Officer | Apr 2023–May 2024 (acquired by Incyte) | Led R&D; CSO following SVP Research tenure |
| Escient Pharmaceuticals | SVP, Research | Aug 2018–Apr 2023 | Built discovery programs; advanced portfolio |
| Receptos (Celgene acquisition 2015) | Executive Director, Research | 2015–2018 | Led chemistry/biology/PK; program selection in neurology/metabolic diseases |
| Receptos | Senior Director, Head of Chemistry | 2008–2015 | Headed chemistry; advanced small‑molecule pipeline |
| Vertex Pharmaceuticals | R&D leadership (pain) | Not disclosed | Early drug discovery roles |
| Ligand Pharmaceuticals | R&D leadership (hormonal dysfunctions) | Not disclosed | Early drug discovery roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| San Diego Squared (SD2) | Board Member | Since 2021 | STEM leadership non‑profit governance |
- No other current public company directorships disclosed.
Board Governance
- Independence: Board determined all current directors other than the CEO are independent under Nasdaq rules; Martinborough is independent.
- Committee assignments: Chair, Science & Technology Committee; Member, Strategy Committee.
- Committee activity: Science & Technology Committee met 4 times in 2024; Strategy Committee met 3 times in 2024—indicates active oversight of R&D and corporate strategy.
- Board attendance: Board held 5 meetings in 2024; all directors attended ≥75% of board and committee meetings for which they were members.
- Board leadership context: Lead Independent Director role established (David V. Smith) as governance counterbalance to combined Chair/CEO; independent executive sessions held regularly.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned (Cash) ($) | 75,000 | 75,000 |
| Stock Awards ($ fair value) | 100,000 | 100,000 |
| Total Director Compensation ($) | 175,000 | 175,000 |
- Cash fee composition (2024): Board Director $50,000 + Science & Technology Committee Chair $15,000 + Strategy Committee Member $10,000 = $75,000.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Equity Grant ($) | 100,000 (restricted stock) | 100,000 (restricted stock; policy amended in Apr‑2025 to RSUs prospectively) |
| RSUs/Restricted Stock Outstanding (#, 12/31) | 37,022 | 30,120 |
| Options Outstanding (#) | — | — |
| Vesting terms | Annual director grants vest fully by next annual meeting or first anniversary (time‑based) | Annual director grants vest fully by next annual meeting or first anniversary (time‑based) |
| Performance metrics tied to director pay | None disclosed; awards are time‑based (no TSR/financial hurdles) |
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| San Diego Squared (SD2) | Non‑profit board member | No commercial interlock disclosed with Codexis |
- No current public company boards or disclosed interlocks with Codexis customers/suppliers.
Expertise & Qualifications
- Scientific leadership: Deep experience leading chemistry, biology, and PK across discovery portfolios; chaired CDXS Science & Technology Committee.
- Therapeutics manufacturing and R&D: Background aligns with CDXS’s enzyme and ECO Synthesis initiatives; adds domain credibility to technology oversight.
- Academic credentials: Ph.D. (ETH Zurich); post‑doc (UIUC).
Equity Ownership
| Metric | As of Apr 18, 2024 | As of Apr 17, 2025 |
|---|---|---|
| Beneficial Shares (#) | 57,933 | 88,053 |
| Ownership (%) | <1% (as reported) | <1% (as reported) |
| RSUs/Restricted Stock Outstanding (#, 12/31) | 30,120 | Not disclosed |
| Options Outstanding (#) | — | — |
- Hedging/pledging of company stock is prohibited under Codexis’s insider trading policy; no pledging reported.
Governance Assessment
- Committee leadership and engagement: Chairing the Science & Technology Committee and serving on Strategy positions Martinborough at the core of CDXS’s product/R&D oversight and long‑term strategic planning, a positive for board effectiveness.
- Independence and attendance: Independent director with documented ≥75% attendance threshold met across board/committee work; supports investor confidence in governance rigor.
- Pay mix and alignment: Balanced director pay (cash retainer plus time‑based equity) with 2024 cash of $75k and stock of $100k; equity vests time‑based with no performance metrics—market standard for directors but offers limited performance linkage.
- Ownership alignment: Beneficial ownership is <1% with RSUs outstanding; while meaningful for a small‑cap, it is not a substantial stake—alignment primarily via annual equity grants.
- Policy safeguards: Hedging/pledging prohibited; clawback adopted per Dodd‑Frank/Nasdaq; plan prohibits repricing without shareholder approval—strong shareholder‑friendly controls.
- Related‑party risk: No related‑party transactions requiring disclosure since Jan 1, 2023—low conflict exposure.
- Shareholder sentiment: Say‑on‑pay approval improved to ~94.7% in 2024 (vs. ~84.6% in 2023), signaling stronger support for compensation governance trajectory.
RED FLAGS: None evident in disclosed materials—no hedging/pledging, no option repricing, no related‑party transactions; director equity is time‑based (no performance metrics), which is common but offers limited performance conditioning.