Marc Tessier-Lavigne
Denali TherapeuticsAbout Marc Tessier-Lavigne
Marc Tessier-Lavigne, Ph.D. (age 65 as of March 31, 2025) is a co-founder of Denali Therapeutics and has served on the board since March 2015, including as Chair from March 2015 to August 2016. He is currently an independent director at DNLI, a Professor of Biology at Stanford University (on leave), and since April 2024 Chairman and CEO of Xaira Therapeutics. He holds a Ph.D. in neurophysiology (University College London), a B.A. in philosophy and physiology (Oxford), and a B.Sc. in physics (McGill); postdoctoral work at the MRC Developmental Neurobiology Unit and Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denali Therapeutics (DNLI) | Director; former Chair | Director since 2015; Chair Mar 2015–Aug 2016 | Co-founder; board leadership continuity |
| Xaira Therapeutics (private) | Chairman & CEO | Since Apr 2024 | Operating leadership in biotech |
| Stanford University | President; Professor of Biology (on leave) | President Sep 2016–Aug 2023; Professor currently | University leadership and academic credentials |
| The Rockefeller University | President; Professor; Lab Head | Mar 2011–Sep 2016 | Led Brain Development and Repair Lab |
| Genentech | EVP Research & CSO (named in 2009); prior roles | Sep 2003–Mar 2011 | Built translational science leadership |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Stanford University | Professor of Biology | Current (on leave) | Left presidency in Aug 2023; remains faculty |
| Xaira Therapeutics | Chairman & CEO | Current (since Apr 2024) | Private biotech leadership |
| Regeneron Pharmaceuticals | Director | Prior | Previously served on board |
| Pfizer | Director | Prior | Previously served on board |
| Juno Therapeutics | Director | Prior | Previously served on board |
| Agios Pharmaceuticals | Director | Prior | Previously served on board |
Network context: DNLI director David Schenkein currently serves on Regeneron’s board; Tessier-Lavigne previously served on Regeneron’s board (no current interlock). Awareness of shared networks may aid information flow but is not a disclosed conflict .
Board Governance
- Independence: The board affirmatively determined Tessier-Lavigne is independent under Nasdaq rules .
- Committee assignments: Member, Corporate Governance & Nominating Committee; will cease service on this committee as of the 2025 Annual Meeting (Julian Baker to join) .
- Attendance: 100% attendance at board and applicable committee meetings in 2024; board held 5 meetings; independent director executive sessions occur regularly .
- Board structure: Separation of Chair and CEO maintained; Chair transitions to Julian Baker at Annual Meeting .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy | Notes |
|---|---|---|---|
| Board annual cash retainer | $45,000 (policy) | $50,000 (policy) | For all non-employee directors |
| Audit Committee chair/member | $20,000 / $10,000 | $20,000 / $10,000 | — |
| Compensation Committee chair/member | $15,000 / $7,500 | $15,000 / $7,500 | — |
| Corporate Governance & Nominating chair/member | $10,000 / $5,000 | $10,000 / $5,000 | Tessier-Lavigne member |
| Science & Technology chair/member | $15,000 / $7,500 | $10,000 / $5,000 | Fee reduced in 2025 |
| Marc Tessier-Lavigne – Fees earned (actual) | $57,500 | — | 2024 cash fees total |
Performance Compensation
- Annual director equity grants target ~$400,000 grant-date value, split ~60% stock options and ~40% RSUs; initial appointment grants target ~$700,000 with same 60/40 split .
- Vesting: Annual option and RSU vest fully on the earlier of one year from grant or the day prior to the next Annual Meeting, subject to continued service. Initial option vests 25% at year 1 then monthly; initial RSU vests in four annual tranches (last tranche timed to next Annual Meeting after year 3) .
- Change-in-control: If non-employee director awards are assumed/substituted and director’s service is involuntarily terminated on/after the transaction (other than voluntary resignation unless requested by acquirer), all such awards fully vest and performance goals (if any) deemed achieved at 100% .
| 2024 Director Equity (Marc Tessier-Lavigne) | Grant-date fair value |
|---|---|
| RSUs | $110,748 |
| Stock options | $203,717 |
DNLI does not disclose performance-conditioned metrics for director equity; awards are time-based. No meeting fees are paid; expenses reimbursed .
Other Directorships & Interlocks
| Company | Role | Committee roles (if disclosed) | Interlocks/potential overlaps |
|---|---|---|---|
| Denali Therapeutics | Independent Director | Corporate Governance & Nominating (member; exiting post-Annual Meeting) | Shared Regeneron network via Schenkein (current) and Tessier-Lavigne (prior) |
| Xaira Therapeutics (private) | Chairman & CEO | — | External operating role |
| Stanford University | Professor | — | Academic role |
| Prior: Regeneron, Pfizer, Juno, Agios | Director (prior) | — | Historical public board service |
Expertise & Qualifications
- Pioneering neuroscience researcher; co-authored 200+ papers; extensive leadership in biotech and academia .
- Degrees: Ph.D. neurophysiology (UCL), B.A. philosophy and physiology (Oxford), B.Sc. physics (McGill); postdoctoral work at MRC London and Columbia .
- Board deems him qualified based on scientific knowledge, co-founder experience, and public company board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Marc Tessier-Lavigne, Ph.D. | 2,177,283 | 1.5% | Based on 145,227,767 shares outstanding (as of Mar 31, 2025) |
| Unvested RSUs (director) | 5,967 | — | As of Dec 31, 2024 |
| Options outstanding (director) | 77,776 | — | As of Dec 31, 2024 |
- Stock ownership guidelines: Directors must hold ≥3x annual cash retainer in DNLI shares/qualifying equity by the later of April 16, 2026 or five years from initial board appointment/election; sales limited to ≤50% of net shares until compliant; waivers possible for academia/government in hardship cases .
- Hedging/pledging: DNLI’s insider trading policy for directors prohibits hedging and pledging (limited exceptions require compliance officer/board approval) .
Related-Party Exposure and Conflicts
- DNLI disclosed a February 2024 private placement with Baker Brothers funds, including a nominating right and prospective affiliate registration rights; no related-person transactions disclosed involving Marc Tessier-Lavigne .
- Audit Committee reviews and must approve related-party transactions >$120,000 under formal policy .
Risk Indicators & RED FLAGS
- External controversy: Stanford Board of Trustees’ investigation (2023) found no evidence Tessier-Lavigne personally engaged in research misconduct, but identified data manipulation by others in his labs and criticized insufficient correction actions; he resigned as Stanford President effective Aug 31, 2023 and remains faculty .
- Attendance/engagement: 100% attendance in 2024 (positive governance signal) .
- Independence and committee changes: Independent; rotating off Corporate Governance & Nominating post-Annual Meeting (neutral) .
- Compensation structure: High equity mix (options + RSUs) aligned with shareholder value; 2025 policy increases base board retainer (from $45k to $50k) but keeps committee retainers stable or reduced (Science & Tech) – no apparent pay inflation risk beyond market updates .
- Section 16 compliance: Company reports timely filings for FY2024 for directors and officers (general) .
Director Compensation (detail)
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $57,500 | $110,748 | $203,717 | $371,965 |
Governance Assessment
- Board effectiveness: Tessier-Lavigne brings deep scientific expertise and co-founder continuity; independence and perfect attendance support effective oversight .
- Potential conflicts: No DNLI-related transactions disclosed; external Xaira CEO role presents typical time-allocation considerations but no disclosed DNLI conflict .
- Alignment: Material beneficial ownership (1.5%); director stock ownership guidelines and anti-hedging/pledging policy support long-term alignment .
- RED FLAG consideration: The Stanford inquiry and resignation may affect investor perceptions of research oversight and governance rigor, though findings did not conclude personal misconduct; DNLI should continue to assess reputational and oversight impacts in context of scientific integrity expectations .
