Marco Brughera
FENNEC PHARMACEUTICALSAbout Marco Brughera
Independent director of Fennec Pharmaceuticals since August 2016; age 69; veterinarian by training (University of Milan) and a European Registered Toxicologist. Career spans senior leadership in rare diseases and oncology across Leadiant/Sigma‑Tau, Nerviano Medical Sciences, Pharmacia/Pfizer, and earlier Pharmacia & Upjohn/Farmitalia; credited with commercial turnaround of an oncology product line (~$900M sale) and out‑licensing transactions (e.g., defibrotide U.S. rights to Jazz) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leadiant Biosciences | Group CEO | 2011–2021 | Drove commercial revival of lead oncology product line (~$900M sale) |
| Sigma‑Tau Group | CEO & Global Head Rare Disease; President Sigma‑Tau Research; President Sigma‑Tau Pharmaceuticals | Not specified (concurrent with Leadiant era) | Led rare disease strategy and product out‑licensing (e.g., defibrotide to Jazz; Recovi to Chiesi) |
| Nerviano Medical Sciences / Accelera | VP Preclinical Development; Managing Director (Accelera) | 2004–2010 | Preclinical R&D leadership in oncology |
| Pharmacia & Pfizer | Senior R&D roles | 1999–2004 | Global R&D leadership |
| Pharmacia & Upjohn / Farmitalia Carlo Erba | Various roles | Pre‑1999 | Early career in pharma |
External Roles
| Organization | Role | Status |
|---|---|---|
| Brucon srls | Founder | Current |
| Essetifin SpA | Strategic Advisor | Current (note: Essetifin is a 14.47% Fennec shareholder) |
| Leadiant Biosciences Inc. and Limited | Board member | Current |
| Indaco Ventures Partners SGR | Advisor & biotech champion | Current |
| Gentium; Exelead; Soligenix; Lee’s Pharmaceuticals; Naicons | Former board member | Prior roles |
Board Governance
- Independence: Board has determined Brughera is an independent director under Nasdaq/Canadian rules .
- Committees: Audit (member), Compensation (Chair), Governance & Nominating (member) .
- Attendance (FY2024): Board 10/10; Audit 4/4; Compensation 6/6; Governance/Nominating 3/3 (100% across all) .
- Board leadership: Independent Chairman (Dr. Khalid Islam); independent director executive sessions held during FY2024 .
| Governance Item | Detail |
|---|---|
| Director since | August 2016 |
| Independence | Independent |
| Committee roles | Audit (member); Compensation (Chair); Governance & Nominating (member) |
| FY2024 attendance | Board 10/10; Audit 4/4; Compensation 6/6; Gov/Nom 3/3 |
| Majority voting policy | In effect; resignations required if withhold > for votes in uncontested elections |
| Executive sessions | Independent directors met without management (portion of 10 meetings in 2024) |
Fixed Compensation (Non‑Executive Director)
| Year | Cash Fees | Notes |
|---|---|---|
| 2024 | $77,500 | Reflects annual base retainer plus chair fee schedule (see below) |
| Fee schedule | Base retainer $40,000; Board Chair +$50,000; Audit Chair +$20,000; Any other Committee Chair +$15,000; paid quarterly; no per‑meeting fees |
Performance Compensation (Non‑Executive Director)
| Element | Grant/Terms | 2024 Value | Vesting/Performance Metrics |
|---|---|---|---|
| Stock options (annual director grant) | 20,000 options granted Aug 15, 2024 @ $5.58 exercise price | $65,649 grant‑date fair value | Director grants vest immediately; no performance metrics disclosed |
Detailed outstanding options (as of 12/31/2024):
| Grant (ex. price; expiry) | Options exercisable | In‑the‑money value as of 12/31/2024 |
|---|---|---|
| $2.11; 12/30/2026 | 35,545 | $323,815 |
| $5.10; 06/27/2027 | 20,000 | $122,400 |
| $10.93; 06/08/2028 | 20,000 | $5,800 |
| $4.26; 06/18/2029 | 20,000 | $139,200 |
| $6.17; 08/13/2030 | 20,000 | $101,000 |
| $7.52; 06/29/2031 | 20,000 | $74,000 |
| $5.59; 06/14/2032 | 20,000 | $112,600 |
| $8.78; 06/12/2024 | 20,000 | $48,800 |
Notes:
- Director equity grants vest immediately (alignment/retention, not performance‑conditioned) .
- No director stock ownership requirement; company states it does not require non‑executive directors to own a specific amount of common shares .
Other Directorships & Interlocks
- Current boards/roles: Leadiant Biosciences Inc. and Limited (board), Indaco Ventures (advisor), Strategic Advisor to Essetifin, Founder of Brucon srls .
- Compensation Committee interlocks: None; no member of Fennec’s Compensation Committee (including Brughera) had interlocking relationships with other companies’ boards/comp committees; committee members are independent .
Expertise & Qualifications
- Education/credential: DVM, University of Milan; European Registered Toxicologist .
- Domain strengths: Orphan/rare diseases, oncology R&D and commercialization, business development/out‑licensing; cited successful asset sale (~$900M) and out‑licensing to Jazz/Chiesi .
Equity Ownership
| Holder | Common Shares | Options/Warrants (exercisable within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Marco Brughera | 0 | 195,545 | 195,545 | 0.70% |
Policy context:
- Insider trading policy prohibits short‑selling; hedging requires pre‑approval; pledging/margin loans require prior written approval from compliance officer .
Governance Assessment
- Strengths: 100% attendance across Board and all committees in 2024; serves as Compensation Committee Chair; determined independent; broad rare‑disease/oncology operating and BD expertise; executive sessions of independent directors practiced; majority‑voting policy in place .
- Alignment: Receives a blend of cash retainer and equity; holds 195,545 options deemed beneficially owned (0.70%); director option grants vest immediately, supporting long‑term alignment via equity exposure but lacking performance conditions .
- Potential conflicts/monitoring items:
- Strategic Advisor to Essetifin SpA, which owns 14.47% of Fennec (significant shareholder). While the proxy reports no related‑party transactions in 2024 and the Board deems Brughera independent, this advisory link to a major holder is a governance sensitivity that investors may monitor for recusal and committee decision‑making optics .
- No director stock ownership guideline; immediate‑vesting option grants to directors reduce explicit performance linkage; however, company policy prohibits short‑selling and restricts hedging/pledging, which mitigates misalignment risk .
- Related‑party/other red flags: Company discloses no related‑party transactions in 2024 meeting SEC thresholds; no indebtedness to/from directors; standard D&O indemnification and insurance in place .