Christopher Marlett
About Christopher A. Marlett
Christopher A. Marlett (age 60) is Chairman of the Board at eXoZymes Inc. and has served as a director since the company’s inception in April 2019; he was appointed Chairman on February 17, 2025. He is co-founder and Chief Executive Officer of MDB Capital (since 1997), with 36 years in the securities industry, and holds a B.S. in Business Administration from the University of Southern California. He has led multiple financings for venture-stage public companies, co-founded PatentVest (2003), and developed human capital and patent services platforms in Nicaragua. These credentials emphasize capital markets expertise, company formation, and IP commercialization experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eXoZymes Inc. | Director; Chairman of the Board | Director since April 2019; Chairman since Feb 17, 2025 | Sets Board agendas; coordinates committee chairs; presides over meetings; coordinates activities of directors |
| MDB Capital (f/k/a MDB Capital Group) | CEO; Co-founder | Since 1997 | Led financings for venture-stage public companies; co-founded and developed commercialization strategies for companies MDB took public |
| PatentVest | Co-founder; Platform developer | Since 2003 | Built patent services platform; later sold to Murgitroyd (LSE-listed) |
| Various early-stage public companies | Director (prior/early stages) | Not disclosed | Board member roles in early-stage public companies (names not specified) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MDB Capital Holdings, LLC | CEO; Chairman; Director; Majority shareholder | Since inception (Aug 10, 2021) | Former parent and controlling shareholder of eXoZymes; Marlett and DiGiandomenico have voting/dispositive authority over MDB’s EXOZ stake |
| PatentVest | Co-founder | Since 2003 | IP analytics/services platform development and sale to Murgitroyd |
| Nicaragua human capital initiatives | Founder/leader | Not disclosed | Created call center park employing ~3,000; knowledge process outsourcing operations supporting MDB |
Board Governance
- Board structure: Six directors; three independent under Nasdaq rules; Marlett serves as non-CEO Chairman (roles separated) .
- Independence: Board determined Marlett is not independent; independent directors are Lalonde, Bowie, and Bell; Rayo and DiGiandomenico also not independent .
- Committee composition: Audit, Compensation, and Nominating committees comprised of independent directors (Bell, Bowie, Lalonde); Lon Bell chairs Audit and is the SEC-defined “financial expert” .
- Attendance: In FY 2024, the Board met four times; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Engagement policies: Formal Code of Business Conduct and Ethics; Insider trading policy with blackout periods and 10b5-1 preclearance; no Rule 10b5-1 plans adopted/terminated in last fiscal quarter .
- Clawback: Board adopted a clawback policy covering cash and equity incentives based on financial measures; applies to current/former executive officers in restatement scenarios .
- Shareholder feedback: 2025 say-on-pay received strong support (4,272,987 For; 1,801 Against; 1,678 Abstain); say-on-frequency set to every three years; 2025 Performance Equity Plan approved; RBSM LLP ratified as auditor .
Fixed Compensation (Director)
| Year | Annual Retainer (Cash) | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | — | Not disclosed | Not disclosed | Company does not pay director fees to persons also paid a salary or similar compensation by the Company; independent director compensation determined at appointment; no defined director compensation plan in place |
| 2023 | — | Not disclosed | Not disclosed | Reimbursement for reasonable expenses is provided |
Director compensation table shows no fees/bonuses for Marlett in 2023–2024; independent directors Lalonde and Bell received $8,333 cash and option awards ($51,939) in 2024, indicating an equity-heavy approach for independent directors .
Performance Compensation (Director)
| Component | Grant Date | Instrument | Quantity/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Director equity grants | Not disclosed | — | — | — | No director-specific performance grants disclosed for Marlett |
| 2025 Equity Incentive Plan (structure) | Adopted Jun 18, 2025 (subject to shareholder approval) | Options, SARs, RSAs, RSUs, Other Stock-Based, Performance Awards | Plan reserve: 1,250,000 shares | Options ≤10-year term; ISOs at FMV (110% for 10% owners); SARs at FMV; restricted stock/unit vesting set by committee; change-in-control acceleration at committee discretion | Performance-based awards may use objective goals such as EPS, revenues/margins, cash flow, operating margin, ROIC/ROE, EVA, net income, EBIT/EBITDA, TSR, market share, strategic milestones, FMV; performance periods ≤5 years; committee certification required |
No Marlett-specific performance award disclosure; table reflects plan-level mechanics and metrics available for potential director equity under the 2025 Plan if granted .
Other Directorships & Interlocks
| Entity | Relationship to EXOZ | Role (Marlett) | Interlock/Conflict Detail |
|---|---|---|---|
| MDB Capital Holdings, LLC | Former parent; controlling shareholder (48.14% of EXOZ shares) | CEO; Chairman; Director; Majority shareholder | Marlett and DiGiandomenico have voting/dispositive authority over MDB’s EXOZ stake; related party advances/lending and repayments occurred around IPO; residual payable remained as of year-end 2024 . |
| Affiliated MDB entity (MDB Capital, S.A.) | Affiliate of MDB | — | EXOZ director Edgardo Rayo is employed by MDB Capital, S.A., and is a registered rep of MDB Capital (broker-dealer subsidiary of MDB); indicates shared influence channels . |
| Early-stage public companies (various) | Not specified | Director (prior roles) | Non-specified board service in early-stage public companies suggests broad networks; details not disclosed . |
Expertise & Qualifications
- Capital markets and venture financing: 36 years in securities industry; led multiple venture-stage financings; commercialization strategies for IPOs .
- Intellectual property and technology commercialization: Co-founder and developer of PatentVest; experience in IP services and data platforms .
- Human capital operations: Built large-scale call center and KPO platforms in Nicaragua supporting MDB businesses .
- Education: B.S. in Business Administration, USC .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Christopher A. Marlett | 4,158,933 | 48.28% | Includes 3,931,133 common + 205,293 warrant shares held via MDB Capital Holdings (with Marlett/DiGiandomenico voting/dispositive authority) and 22,507 shares subject to currently exercisable options . |
| MDB Capital Holdings, LLC | 4,136,426 | 48.14% | 3,931,133 common + 205,293 warrant shares; address: 14135 Midway Road, Suite G-150, Addison, TX; Marlett and DiGiandomenico have voting/dispositive authority . |
Shares outstanding used in computations: 8,367,810 (record date) / 8,387,250 (footnote reference); company notes 8,367,810 shares outstanding on June 9, 2025 for meeting record date .
Governance Assessment
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Strengths:
- Independent committees (Audit, Compensation, Nominating) with an SEC-defined financial expert chairing Audit; annual charters and independence compliance enhance oversight .
- Robust policies: Code of Conduct, Insider Trading controls, and Dodd-Frank–aligned clawback; Section 16(a) compliance reported .
- Shareholder support signals: Strong say-on-pay approval; clear triannual say-on-frequency; shareholders approved the 2025 Equity Plan; auditor ratified with near-unanimous support .
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Risks and potential conflicts (RED FLAGS):
- Concentrated control: Marlett’s beneficial ownership (~48%) and MDB’s controlling stake (~48%) create controlling shareholder dynamics, potentially limiting minority investor influence .
- Related-party exposure: MDB advances/lending were repaid from IPO proceeds; residual payable remained at year-end 2024; ongoing affiliations (Rayo at MDB affiliate) heighten conflict-of-interest risk requiring rigorous audit committee oversight .
- Independence concerns: Marlett (Chair), DiGiandomenico, and Rayo are not independent; the Chair’s non-independence can weaken independent Board leadership despite committee independence .
- Dilution potential: New 2025 Equity Plan reserve (1,250,000 shares) may increase overhang; committee discretion on awards necessitates monitoring of issuance pace and performance alignment .
-
Attendance/engagement: Board met four times in FY 2024; each director attended ≥75% of Board/committee meetings; virtual-only annual meeting format may limit in-person engagement but is common among small-cap issuers .
Overall, Marlett’s deep capital markets experience and substantial ownership align interests with long-term value creation, but the controlling shareholder structure and interlocks with MDB require heightened scrutiny of related-party transactions, Board independence in strategic decisions, and rigorous use of the clawback and insider trading controls to maintain investor confidence .