Mark Foletta
ENANTA PHARMACEUTICALSAbout Mark G. Foletta
Independent director at Enanta since June 2020; age 64. Former CFO/EVP at Tocagen (Feb 2017–Jun 2020), prior CFO roles at Amylin (2000–2012), earlier management at Intermark and Triton Group, and Audit Manager at Ernst & Young. Current external public company roles include Lead Director at DexCom, Inc. and director at AMN Healthcare Services, Inc.; BA in Business Economics from UC Santa Barbara.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tocagen, Inc. | Chief Financial Officer & EVP | Feb 2017 – Jun 2020 | Senior finance leadership in public biotech |
| Amylin Pharmaceuticals, Inc. | CFO/SVP Finance; previously VP Finance & CFO | 2000 – Aug 2012 | Led finance through sale to Bristol-Myers Squibb |
| Intermark, Inc.; Triton Group Ltd. | Management roles | 1986 – 2000 | Corporate finance/management experience |
| Ernst & Young | Audit Manager | Prior to 1986 | Audit expertise |
| Biocept, Inc. | Interim CFO | Aug 2015 – Jul 2016 | Diagnostics sector finance leadership |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| DexCom, Inc. | Independent Director; Lead Director | Current per ENTA proxy |
| AMN Healthcare Services, Inc. | Independent Director | Current per ENTA proxy |
Board Governance
- Independence: Board determined Mark Foletta is independent under Nasdaq standards.
- Committee assignments: Audit Committee Chair; member of Nominating & Corporate Governance Committee.
- Audit Committee qualifications: Board identified Foletta (and Vance) as audit committee financial experts; committee met five times in 2024.
- Board activity: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings; independent directors held executive sessions at four Board meetings.
- Annual meeting: All directors then serving attended the 2024 annual meeting.
Fixed Compensation
| Component (FY 2024 unless noted) | Amount | Notes |
|---|---|---|
| Cash fees (retainer + committees) | $75,000 | Director compensation table (Foletta) |
| Annual cash retainer policy | $50,000 | Non-employee director retainer from calendar 2024 |
| Audit Committee Chair fee | $20,000 | Committee chair fees |
| Other committee member fees | Compensation: $7,500; Nominating & Corporate Governance: $5,000 | Policy schedule |
Performance Compensation
| Equity Award | Grant date | Shares/Units | Vesting | Grant-date fair value |
|---|---|---|---|---|
| Non-employee director option | Mar 6, 2024 | 15,700 | Vests monthly until next annual meeting | $256,406 |
| Director options outstanding (as of Sep 30, 2024) | — | 58,500 | — | Count of outstanding options |
- Company-wide option status: As of Dec 31, 2024, Enanta disclosed that 100% of outstanding options were out-of-the-money; closing stock price was $5.75, with 68% more than 500% out-of-the-money. This diminishes incentive value of existing options.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| DexCom, Inc. | Medical devices | Lead Independent Director | No ENTA-related related-party transactions disclosed |
| AMN Healthcare Services, Inc. | Healthcare services | Independent Director | No ENTA-related related-party transactions disclosed |
Expertise & Qualifications
- Financial/audit expertise across biotech and healthcare; Board designated as an audit committee financial expert under SEC rules.
- Education: BA in Business Economics, UC Santa Barbara.
- Extensive CFO and public company board experience (DexCom Lead Director; AMN director).
Equity Ownership
| Holder | Beneficial Ownership (Dec 16, 2024) | % Outstanding | Notes |
|---|---|---|---|
| Mark G. Foletta | 57,191 shares | <1% | Consists entirely of shares issuable upon exercise of options exercisable within 60 days; no disclosed direct common share holdings. |
| Policy on hedging/pledging | Prohibited | — | ENTA policy prohibits hedging and pledging by directors. |
Governance Assessment
- Board effectiveness: Independent director serving as Audit Committee Chair with audit committee financial expert designation; strong governance oversight (11 Board meetings; executive sessions by independents), supporting effective financial oversight.
- Independence and attendance: Board confirms independence; attendance at least 75% of meetings, indicating engagement.
- Compensation mix and alignment: For FY2024, equity option grant fair value ($256k) materially exceeded cash fees ($75k), aligning director compensation toward long-term equity but current option structure relies on time-based vesting and, per company disclosure, options were out-of-the-money at year-end, limiting near-term incentive alignment.
- Ownership alignment: Beneficial ownership consists solely of exercisable options with no disclosed direct common stock; while options provide upside exposure, absence of outright share ownership may be viewed as weaker “skin-in-the-game.”
- Conflicts/related party exposure: Company reported no related-party transactions since the start of FY2024; no disclosed interlocks that create supplier/customer conflicts.
- Policies and investor confidence signals: Robust policies include prohibitions on hedging/pledging and option repricing only with shareholder approval; updated clawback policy for executives supports accountability. 2025 shareholder votes showed strong support for say-on-pay (14,516,861 For vs. 1,039,888 Against) and annual frequency; equity plan amendment passed, suggesting investor acceptance of compensation framework.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support was ~79% (context for FY2024 decisions); Compensation Committee moderated equity awards thereafter.
- 2025 annual meeting: Say-on-pay approved (14,516,861 For; 1,039,888 Against; 2,126 Abstain); annual frequency affirmed (15,165,435 votes for “Each Year”); 2019 Equity Plan amendment adding 800,000 shares approved (11,435,985 For; 4,085,303 Against; 37,587 Abstain).
Director Compensation Summary (FY2024)
| Director | Cash Fees | Option Awards (Fair Value) | Total |
|---|---|---|---|
| Mark G. Foletta | $75,000 | $256,406 | $331,406 |
Board/Committee Matrix (2024)
| Committee | Chair | Members |
|---|---|---|
| Audit | Mark G. Foletta | Terry C. Vance; Lesley Russell |
| Compensation | Kristine Peterson | Bruce L.A. Carter; Yujiro Hata; Terry C. Vance |
| Nominating & Corporate Governance | Terry C. Vance | Bruce L.A. Carter; Lesley Russell; Mark G. Foletta; Yujiro Hata; Kristine Peterson |
Policies Relevant to Governance
- Insider trading/hedging/pledging: Policy prohibits hedging and pledging by directors.
- Clawback: Revised clawback policy adopted in 2023, effective Oct 2, 2023 (applies to executive officers).
- Option repricing: Repricing without shareholder approval prohibited.
RED FLAGS and Watch Items
- Limited direct share ownership: Beneficial ownership comprised solely of exercisable options; monitor for build-up of direct share holdings to strengthen alignment.
- Option incentive efficacy: Company disclosed all outstanding options out-of-the-money as of Dec 31, 2024; consider whether director equity mix evolves (e.g., RSUs) to maintain incentive value.
Notes
- Board meetings and attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board/committee meetings.
- Annual director equity grant mechanics: Options granted at annual meeting vest monthly until next annual meeting; non-employee director compensation capped by plan limits.