Anne-Marie Martin
About Anne-Marie Martin, Ph.D.
Anne-Marie Martin is an independent Class I director of Cullinan Therapeutics (CGEM), serving since March 2022; her current term runs to the 2027 annual meeting, and she is 53 years old . She is Senior Vice President, Global Head of Precision Medicine at GlaxoSmithKline plc (since February 2024), with prior senior roles at GSK, Novartis (Global Head of Precision Medicine), and Adaptimmune (Head of Biomarker Research & Diagnostic Development); she was a board observer at Freenome Holdings, Inc. . Dr. Martin holds a B.S. in biomedical sciences from Sheffield Hallam University and a Ph.D. in Immunogenetics from MCP-Hahnemann University . The Board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline plc | SVP, Global Head of Precision Medicine | Feb 2024–present | Precision medicine leadership across portfolio |
| GlaxoSmithKline plc | SVP, Global Head, Experimental Medicine Unit | Aug 2020–Feb 2024 | Early development oversight |
| Novartis | SVP, Global Head of Precision Medicine | Feb 2016–Jul 2020 | Translational/companion diagnostics strategy |
| Adaptimmune Therapeutics plc | VP, Head of Biomarker Research & Diagnostic Development | May 2015–Feb 2016 | Biomarker/diagnostics buildout |
| GlaxoSmithKline | Various roles of increasing responsibility | Mar 2005–Apr 2015 | R&D/precision capabilities expansion |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freenome Holdings, Inc. (private) | Board Observer | Aug 2019–Jul 2020 | Liquid biopsy platform observer experience |
Board Governance
- Committee leadership: Chair, Nominating and Corporate Governance Committee; member alongside Anthony Rosenberg and Stephen Webster .
- Other committees: Audit (members are David Meek, Anthony Rosenberg, Stephen Webster; chaired by Stephen Webster) and Compensation (members are Anthony Rosenberg [Chair], David P. Ryan, M.D., Stephen Webster) .
- Independence: Board determined all directors except the CEO (Nadim Ahmed) are independent, which includes Dr. Martin .
- Attendance and engagement: Board met five times in 2024; each director attended ≥75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least annually in executive session per governance guidelines .
- Board leadership structure: CEO and Chair roles are separated; Anthony Rosenberg serves as non-executive Chair, supporting independent oversight .
Fixed Compensation
| Year | Cash Retainer (Board + Committees) | Notes |
|---|---|---|
| 2024 | $0 | Dr. Martin does not receive cash retainer fees due to her agreement with the Company . |
Non-employee director cash retainer policy in effect for 2024 (not paid to Martin): Board member $40,000; additional non-executive chair $33,000; Audit Chair $15,000/Members $7,500; Compensation Chair $10,000/Members $5,000; Nominating & Governance Chair $10,000/Members $5,000 .
In February 2025, policy retainers were increased (again, Martin’s cash arrangement remains $0 unless changed): Audit Chair $20,000/Members $10,000; Compensation Chair $12,000/Members $6,000; Chair retainer $35,000 .
Performance Compensation
| Grant Type | Grant Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|
| Annual Stock Option Grant (2024) | $164,864 | Annual grant vests in full on the earlier of 1st anniversary or next annual meeting, subject to service | Amount shown in 2024 Director Compensation Table ; vesting per policy . |
| Initial Stock Option Grant (policy) | $275,000 (policy through 2024) | Vests in equal installments on 1st, 2nd, 3rd anniversaries, subject to service | Policy baseline for initial director grants . |
| Policy Update (Feb 2025) | Initial: $359,000; Annual: $215,000 | Same policy vesting terms | Effective Feb 2025; applies prospectively . |
- Equity program structure: Non-employee directors receive option grants; vesting accelerates in full upon sale of the Company .
- No disclosed director performance metrics (e.g., revenue/TSR targets) tied to director compensation; awards are time-based options per policy .
Other Directorships & Interlocks
- No current public company directorships for Dr. Martin disclosed; prior role as board observer at Freenome (private) .
- No disclosed shared directorships or interlocks with CGEM competitors/suppliers/customers; no related-party transactions involving Dr. Martin reported since Jan 1, 2023 .
Expertise & Qualifications
- Deep expertise in precision medicine, biomarkers, diagnostics, and translational development from senior roles at GSK and Novartis .
- Academic credentials: Ph.D. in Immunogenetics; B.S. in biomedical sciences .
- Industry breadth: Long-tenured experience across big pharma and advanced biotech modalities; board observer exposure to cutting-edge oncology diagnostics .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 55,330 | Options vested and exercisable within 60 days of April 1, 2025 . |
| Ownership as % of Outstanding | <1% | Less than one percent of 58,698,919 shares outstanding . |
| Options Outstanding (as of 12/31/2024) | 71,136 | Aggregate number of shares subject to outstanding option awards . |
| Vested vs. Unvested | 55,330 vested options within 60 days; unvested not quantified | Vested count from beneficial ownership footnote; total outstanding options shown separately . |
- Insider trading policy: Prohibits derivative transactions and purchases of derivative securities; addresses risks of margin/pledging and short sales; directors subject to policy and may use 10b5-1 plans when not in possession of MNPI .
- No pledging or hedging by Dr. Martin disclosed; no Section 16(a) filing delinquencies reported for 2024 .
Governance Assessment
-
Strengths supporting investor confidence:
- Independent director; chairs Nominating & Corporate Governance, a key gatekeeper of board composition, evaluations, succession plans, code of conduct, and governance guidelines .
- Consistent engagement: ≥75% meeting attendance; board met five times; nominating & governance met six times; directors attended annual meeting .
- Alignment: Dr. Martin forgoes cash retainers; compensation is equity-heavy via time-based options, improving skin-in-the-game without short-term cash incentives .
- No related-party transactions involving Dr. Martin; audit committee reviews and approves any related person transactions over $120,000 .
-
Monitoring points and potential risks:
- External executive role at GSK (a large pharma) could create perceived conflict if CGEM enters material transactions with GSK; however, no such related-party transactions are disclosed .
- Ownership remains a small fraction (<1%); while equity grants create alignment, actual share holdings are modest; continue monitoring ownership growth and any pledging/hedging changes under policy .
-
Overall view:
- Dr. Martin’s governance influence as Nominating & Governance Chair and her precision medicine background support board effectiveness in a clinical-stage biotech context. Absence of conflicts and strong engagement are positives for governance quality and investor confidence .