Martha Rook
About Martha Rook
Martha S. Rook, Ph.D., age 54, is Chief Operating Officer of Delcath Systems and an experienced operations leader across molecular biology, diagnostics, CMC, and biologics manufacturing. She joined Delcath on March 18, 2024, after roles at insitro, Sigilon Therapeutics, and MilliporeSigma; she holds a Ph.D. in biochemistry from MIT and a B.S. in chemistry from Texas A&M, with postdoctoral work at Harvard Medical School as a Lefler Fellow . Company performance context during her tenure: Delcath reported net losses and does not use net loss as a compensation measure; cumulative TSR on a fixed $100 basis rose to $152.79 in 2024 (three-year table below) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (Value of $100) | $45.69 | $52.79 | $152.79 |
| Net Income (Loss) ($) | $(36,508,000) | $(47,678,000) | $(26,386,000) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| insitro | Chief Technical Operations Officer | 2022–Mar 2024 | Led core research services, facilities and lab operations, quality, and project/portfolio management |
| Sigilon Therapeutics | Chief Technical Operations Officer | Apr 2021–Dec 2021 | Led analytics, manufacturing, supply chain and quality for a biologic-device combination product |
| Sigilon Therapeutics | SVP & Head of CMC and Analytics | Nov 2018–Mar 2020 | Built CMC/analytics capability in support of development/manufacturing |
| MilliporeSigma | VP & Head, Gene Editing & Novel Modalities Business | (13 years total; dates not individually disclosed) | Led tools/services for cell and gene therapies from discovery to manufacturing |
External Roles
No current public company directorships disclosed in company filings for Dr. Rook .
Fixed Compensation
| Item | 2024 |
|---|---|
| Annual base salary set for role | $425,000 (set in initial and new employment agreements in 2024) |
| Salary actually paid (prorated in first year) | $336,458 |
| Target annual bonus (% of base) | 45% of base salary for 2024 |
| Annual bonus actually paid | $151,014 (100% of target; 45% of base) |
Notes:
- 2024 AIP goals were entirely company performance-based across Clinical Trials, Regulatory, Commercial, Manufacturing and Finance, with overall achievement certified at 100% .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric (Company-wide) | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Clinical Trials; Regulatory; Commercial; Manufacturing; Finance | 100% company performance | Not disclosed (committee-set objectives) | 100% achievement for 2024 | 100% of target (45% of base; $151,014) | Cash paid after year-end |
Equity Awards (LTI)
| Grant date | Award type | Shares | Exercise price | Vesting schedule | Grant-date fair value (2024 SCT) | Term/Expiration |
|---|---|---|---|---|---|---|
| 3/18/2024 | Non-qualified stock option (Inducement Plan) | 125,000 | $4.18 | Equal monthly installments over 36 months; first vesting on grant date | $445,625 | 10 years; expires 3/18/2034 |
Company equity grant practice: new-hire options typically on/near start date; annual employee grants typically in Q1; the Board/committee does not time awards around MNPI releases .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (Common) | 69,391 shares (includes 4,740 shares held and 64,651 options exercisable within 60 days as of 3/20/2025) |
| Ownership as % of Common outstanding | ~0.21% (=69,391 / 33,432,605 shares outstanding on 3/20/2025) |
| Options outstanding at FY-end (12/31/2024) | 34,730 exercisable; 90,270 unexercisable; $4.18 strike; expire 3/18/2034 |
| Vesting cadence | 1/36th monthly over 36 months from 3/18/2024; first vest on grant date |
| Hedging / pledging | Prohibited for employees and executive officers; no margin or pledging allowed |
| Ownership guidelines | Not disclosed for executive officers in the proxy |
Implication for selling pressure: the equal monthly vesting structure creates a steady cadence of newly vested option shares, which can translate into periodic liquidity windows, subject to trading windows and insider policy constraints .
Employment Terms
| Provision | Initial Agreement (Feb 1, 2024; start Mar 18, 2024) | New Agreement (effective Jul 16, 2024) |
|---|---|---|
| Position | Chief Operating Officer | Chief Operating Officer |
| Base salary | $425,000 (2024) | Annualized base salary equal to then-current base; subject to annual review |
| AIP participation | Target 40% of base in initial agreement | Eligible at “current percentage” of then-current base (45% target for 2024 under AIP) |
| Equity eligibility | 2023 Inducement Plan (initial new-hire option); ongoing under 2020 Plan/successor | 2020 Plan or successor, at Committee discretion |
| Severance – termination without Cause or resignation for Good Reason | 9 months’ base salary, paid in 12 monthly installments; COBRA reimbursement up to 12 months; CIC period: option acceleration and pro‑rated annual cash bonus (lump sum) | 12 months’ base salary plus pro‑rated earned annual bonus (at company discretion); COBRA for 12 months; CIC period: all unvested options fully accelerate (double-trigger) |
| Conditions | General release and compliance with Restrictive Covenants Agreement required | General release required |
| Clawback policy | Company-wide Dodd-Frank compliant clawback covering cash/equity incentive comp for executive officers (3-year lookback for restatements) | Same company policy applies |
| Anti-hedging/pledging | Prohibited | Prohibited |
Investment Implications
- Pay-for-performance alignment: 2024 total compensation of $933,097 comprised salary $336,458, cash bonus $151,014 (AIP at 100% of target), and option grant-date fair value $445,625—implying roughly half of first-year pay in equity option value, which increases alignment with shareholder outcomes and creates retention hooks via monthly vesting .
- Retention and CIC economics: New employment agreement enhances protection with 12 months’ salary and pro‑rated bonus on qualifying separation and full option vesting upon a double-trigger CIC termination, improving retention but also potentially enriching exit economics in a sale scenario .
- Trading/overhang dynamics: The 125,000-option grant vests monthly (first vest on 3/18/2024); combined with anti-hedging/pledging restrictions, this structure moderates riskier monetization but introduces a steady stream of vesting that can create periodic insider selling capacity during open windows .
- Skin in the game: Beneficial ownership of 69,391 shares is under 1% of the float (~0.21%), typical for a mid/small-cap COO, with most exposure via options; continued equity grants and vesting will be key to increasing alignment over time .
- Performance backdrop: Company TSR on a fixed $100 basis improved to $152.79 in 2024 while Delcath remained loss-making and explicitly de-emphasized net loss as a comp metric; AIP relied on operational milestones (clinical, regulatory, commercial, manufacturing, finance), signaling a focus on execution over GAAP earnings in the commercialization phase .