Marella Thorell

About Marella Thorell

Independent director since July 31, 2019; currently Audit Committee Chair and designated “audit committee financial expert” under SEC rules and financially literate under NI 52‑110 . Background includes >25 years in finance and operations with CFO roles at Seres Therapeutics (since Mar 2024) and prior senior finance roles at Evelo Biosciences, Centessa Pharmaceuticals, Palladio Biosciences, and Realm Therapeutics; started career at Ernst & Young and Campbell Soup; B.S. in Business, magna cum laude, Lehigh University . Board attendance in FY2024 was 100% for board (4/4) and audit committee meetings (4/4) . Beneficial ownership totals 91,881 shares including options exercisable within 60 days; ownership is below 1% of outstanding shares .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; audit committee members are Marella Thorell (Chair), Gary Sollis, Sanford Zweifach, Franklin Berger; all independent under Nasdaq and Rule 10A‑3 and designated SEC “financial experts” .
• Attendance FY2024: Board 4/4; Audit 4/4; not listed as member of compensation or governance committee in FY2024 .
• Independence: Considered independent for audit committee per NI 52‑110, Nasdaq rules, Rule 10A‑3 .
• Executive sessions: Independent directors meet in executive session at each regular board meeting; quarterly board cadence .
• Tenure and diversity: Director since Jul 2019; female representation on board is 20% as of proxy date (Thorell and Merendino) .

Director Attendance (FY2024)

Fixed Compensation

• Non-employee director cash fee schedule (annual): Board Member $40,000; Board Chair $70,000; Audit Committee Member $7,000; Audit Chair $18,500; Compensation Committee Member $6,000; Comp Chair $12,000; Governance Committee Member $4,000; Governance Chair $8,000 .
• FY2024 actual paid to Thorell: Cash fees $50,250 .

Performance Compensation

• Directors’ equity compensation: Stock options only; no RSUs/PSUs or non-equity incentives for directors currently .
• Annual option grant practice: Initial board appointment grant vests monthly over 36 months; annual grant typically vests in full at the first AGM following grant date; in 2024, annual grant was 25,000 options, but 50,000 options were awarded to accommodate prior-year unawarded grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Designated “audit committee financial expert”; extensive CFO/CAO background; SEC/Nasdaq audit independence and literacy confirmed .
• Industry: Biopharma finance and operations, IPO readiness, capital strategy, licensing .
• Education: B.S. in Business, Lehigh University, magna cum laude .

Equity Ownership

Note: Vested vs. unvested approximate split inferred from 139,000 total options vs. 89,000 exercisable within 60 days of the Record Date, implying ~50,000 unexercisable at that time .

Governance Assessment

• Strengths:

  • Audit Committee Chair with strong finance pedigree; committee independence and “financial expert” designation bolster reporting oversight .
  • Perfect FY2024 attendance on board and audit committee, signaling active engagement .
  • Clear director cash and equity framework; annual options vesting aligned to AGM timing; no RSUs/PSUs for directors reduces complexity and potential pay-for-performance misalignment at the board level .
  • Executive sessions of independent directors at each regular board meeting support independent oversight .

• Watch items / potential conflicts:

  • Cross-board interlock at Carisma Therapeutics with fellow EPIX director (Zweifach as Chairman) introduces network linkages; monitor for any related-party considerations if commercial ties emerge between entities (none disclosed) .
  • External full-time CFO role at Seres Therapeutics (from Mar 2024) raises time-allocation considerations; EPIX overboarding policy allows up to five public boards, but operating roles are separate; attendance suggests current engagement is adequate .
  • Section 16(a) late filing: one Form 4 for an option acquisition was filed late by Thorell in FY2023—administrative red flag; monitor for recurrence .

• Policies and controls:

  • No term limits; board composition assessed on performance and skills mix; gender diversity policy without specific quotas; current female board representation 20% .
  • BCBCA conflict rules require disclosure and recusal on material contracts; board practice to abstain from discussions/votes when disclosable interests exist .

Director Compensation Structure (Reference)

Insider Trades and Filings

No additional insider trading details were disclosed in the proxy; continue monitoring Form 4 filings for timeliness and potential hedging/pledging disclosures (none noted).

RED FLAGS

• Late Section 16(a) Form 4 filing (administrative oversight) .
• Cross-board interlock (Carisma Therapeutics) with another EPIX director—monitor for any related-party transactions; none disclosed .

Notes

• Say‑on‑pay data, director stock ownership guidelines, pledging/hedging policies, and use of independent compensation consultants are not specifically disclosed for directors; skip per instruction.
• No related-party transactions involving Thorell are disclosed in the proxy; BCBCA rules enforce disclosure/recusal in such events .