Bridget Martell
About Bridget Martell
Bridget Martell, M.A., M.D., age 59, joined the Delcath Systems (DCTH) Board in May 2024 as an independent director. She is a physician-executive with board and senior management experience across multiple biotechnology companies; her education includes a B.S. in Microbiology (Cornell), an M.A. in Molecular Immunology (Boston University), and an M.D. (Chicago Medical School). She serves as an Audit Committee financial expert and is deemed independent under Nasdaq rules; 2024 attendance met at least the 75% threshold across Board and committee meetings, and she attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artizan Biosciences | President & CEO | — | Senior executive leadership |
| Various biotech companies | Chief Medical Officer | — | Clinical and development leadership |
| POINT Biopharma Global | Director (prior) | — | Board service |
| Ayala Pharmaceuticals | Director (prior) | — | Board service |
| BAM Consultants | Founder | — | Strategic advisory leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aligos Therapeutics | Independent Director | — | Not disclosed |
| Achieve Life Sciences | Independent Director | — | Not disclosed |
| Two Bear Capital | Biotechnology Operating Partner | — | Operating partner role |
| Yale Ventures | Entrepreneur in Residence | — | University innovation engagement |
Board Governance
- Committees: Audit Committee (member; Chair: Czerepak) and Nominating & Corporate Governance Committee (member; Chair: Salamon) .
- Financial expert: The Board determined Martell qualifies as an “audit committee financial expert” under SEC rules .
- Independence: The Board determined five of six directors, including Martell, are independent under Nasdaq rules .
- Attendance: In 2024, the Board met 8 times; each director attended at least 75% of Board and relevant committee meetings. All directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (5 meetings), Compensation (5), Nominating (4) .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $50,000 | Increased from $43,000 effective May 23, 2024 |
| Committee chair retainers | Audit Chair: $20,000; Comp Chair: $15,000; Nominating Chair: $10,000 | Not applicable to Martell (not a chair) |
| Committee member retainers | Audit Member: $10,000; Comp Member: $7,500; Nominating Member: $5,000 | Martell is Audit and Nominating member |
| Per-meeting fees | None | Company uses annual retainers |
| Expense reimbursement | Reasonable travel expenses reimbursed | Standard policy |
| 2024 cash fees (actual) | $37,900 | Martell joined in May 2024 (partial year) |
Performance Compensation
| Item | Disclosure | Details |
|---|---|---|
| Annual equity grant | Stock options under 2020 Plan | Granted annually; vests in 12 equal monthly installments; grant sizes set by Board based on FW Cook recommendation |
| 2024 option award (grant-date fair value) | $138,347 | Fair value computed under FASB ASC 718 (Black-Scholes: term 5.2 yrs, volatility 101.82%, risk-free 4.47%) |
| Options outstanding (as of Dec 31, 2024) | 22,500 options | Martell’s options outstanding |
| Director compensation cap | $750,000 value cap per ~12-month period incl. cash fees | 2020 Plan limit on director awards + fees |
| Change-in-control treatment | Awards subject to continuation/assumption/substitution; potential vesting acceleration | Per 2020 Plan; treatment may vary by award |
| Forfeiture/recapture/clawback | Forfeiture/recapture provisions apply to awards; Company has Dodd-Frank-compliant clawback policy (executives) | Plan-level forfeiture/recapture; clawback policy applies to executive officers; awards may be subject to recovery |
No performance metrics (e.g., TSR, EBITDA, ESG) are specified for non-employee director option awards; vesting is time-based monthly under the 2020 Plan .
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Aligos Therapeutics | Independent Director | Public | Current role |
| Achieve Life Sciences | Independent Director | Public | Current role |
| POINT Biopharma Global | Director (prior) | Public | Past role |
| Ayala Pharmaceuticals | Director (prior) | Public | Past role |
- Board interlocks at DCTH: Two co-directors (Salamon, Aharon) are co-founders/portfolio managers at Rosalind Advisors; Rosalind entities participated in DCTH private placements, reviewed under Related Party policy and overseen by the Audit Committee .
Expertise & Qualifications
- Physician-executive; President/CEO and CMO experience across biotech firms .
- Audit Committee financial expert designation; financial statement proficiency .
- Education: B.S. Microbiology (Cornell), M.A. Molecular Immunology (Boston University), M.D. (Chicago Medical School); Yale internal medicine residency and Chief Resident; Yale Ventures EIR .
- Industry scope: Clinical development, biotech operations, board governance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common incl. options exercisable within 60 days) | 22,500 shares | Consists entirely of options exercisable within 60 days of March 20, 2025 |
| Percent of class | <1% | Per proxy beneficial ownership table |
| Options outstanding (Dec 31, 2024) | 22,500 | Outstanding options count |
| Pledging/hedging | Prohibited | Insider Trading Policy prohibits hedging and pledging; no pledging indicated |
| Ownership guidelines | Not disclosed | No director-specific ownership guideline disclosure found in proxy |
Governance Assessment
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Strengths
- Independent director with medical and operating credentials; designated Audit Committee financial expert, supporting robust oversight of financial reporting and controls .
- Active committee engagement (Audit and Nominating); committees met 5 and 4 times respectively in 2024; Board-level attendance threshold met; annual meeting attended .
- Director pay structure relies on retainers (no meeting fees) and equity options with time-based vesting; external compensation consultant (FW Cook) advises on grant sizing; director compensation cap ($750k) reduces pay inflation risk .
-
Alignment and Risks
- Skin-in-the-game: Beneficial ownership is <1% and comprised of exercisable options; while aligned to share price via options, there is no disclosed performance-based equity for directors .
- Related parties: Material related-party financings involve Rosalind-affiliated directors and the CEO; no transactions tied to Martell disclosed. Audit Committee oversees related party reviews per charter and policy, which mitigates conflict risk .
- Policy safeguards: Anti-hedging/pledging policy reduces misalignment; plan-level forfeiture/recapture and clawback mechanisms (for executives) enhance accountability .
-
RED FLAGS
- None identified specific to Martell: no attendance shortfall, no related-party transactions, no pledging reported .
Overall, Martell’s independence, audit expertise, and multi-company biotech governance experience bolster board effectiveness; equity alignment exists via option grants, though absence of performance-conditioned director equity (as disclosed) means alignment is primarily time-based rather than outcome-based .