Catherine Mackey
About Catherine J. Mackey, Ph.D.
Independent director of IDEAYA Biosciences since April 2022; currently a Class I director whose term expires at the 2026 annual meeting. Age 69. Former Senior Vice President of Pfizer Worldwide R&D and Director of Pfizer’s La Jolla Laboratories; earlier led Strategic Alliances and Genomic/Proteomic Sciences at Pfizer and served as Vice President at DEKALB Genetics. Education: B.S. and Ph.D. in Microbiology from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Pfizer Inc. | Senior Vice President, Worldwide R&D; Director, La Jolla Laboratories | Not disclosed | Built Pfizer La Jolla into a major R&D site; led Strategic Alliances and Genomic/Proteomic Sciences |
| DEKALB Genetics, Inc. | Vice President | Not disclosed | Agricultural biotechnology leadership |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Voyager Therapeutics | Director (current) | Not disclosed | Not disclosed |
| Avid Bioservices | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Independence: IDEAYA board determined all directors other than the CEO (Yujiro Hata) are independent under Nasdaq rules; Dr. Mackey is independent .
- Committees: Compensation Committee member; not a chair. Compensation Committee members: Jeffrey L. Stein (Chair), Catherine J. Mackey, Terry J. Rosen, Wendy L. Yarno . Not a member of the Audit Committee (Morrison, Stein, Yarno) or Nominating & Corporate Governance Committee (Rosen, Hampton, Kelley, Morrison) .
- Engagement/Attendance: In 2024, the Board met 5 times; Compensation Committee met 5 times; each director attended at least 75% of the meetings of the Board and committees on which they served and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions; Board chair (Terry J. Rosen) presides .
- Anti-hedging/pledging: Directors are prohibited from hedging/monetization transactions and pledging IDEAYA stock or holding shares in margin accounts .
- Related party screening: Audit Committee reviews and must approve related party transactions; the Compensation Committee disclosed no Item 404 relationships among its members (includes Dr. Mackey) in 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | 2024 Director Compensation Program |
| Compensation Committee membership retainer | $7,500 | Non-chair member fee |
| Chair fees | $0 | Not a committee chair |
| Meeting fees | Not disclosed | Program specifies retainers; no meeting fees disclosed |
| Total cash fees earned (2024) | $47,500 | As reported for Dr. Mackey |
| Option awards (grant-date fair value, 2024) | $407,668 | As reported for Dr. Mackey |
| Total director compensation (2024) | $455,168 | Cash + option fair value |
Effective January 1, 2025, annual cash retainer increased to $45,000 and chair retainer to $35,000, positioning cash compensation in line with market practices .
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Annual option grant size (program) | 16,200 shares; vests by next annual meeting or one-year anniversary, subject to service |
| Initial option grant size (program) | 32,400 shares; vests in equal monthly installments over 3 years, subject to service |
| Vesting schedule (general) | Time-based vesting; no disclosed performance metrics for director equity |
| 2024 option award (fair value) | $407,668 (grant-date fair value) |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock / Conflict |
|---|---|---|
| Voyager Therapeutics | Gene therapy/neurology biotech | No related party transactions disclosed for Compensation Committee members in 2024; Audit Committee reviews any related party transactions |
| Avid Bioservices (prior) | CDMO | Same as above |
Expertise & Qualifications
- Scientific/medical background and oncology discovery/development experience; broad operational and alliance leadership at Pfizer .
- Public company board experience (Voyager; prior Avid) .
- Microbiology B.S./Ph.D. (Cornell) .
- Skills align with Board criteria: leadership, scientific/medical, industry and public company board experience .
Equity Ownership
| Item | Amount | As-of |
|---|---|---|
| Outstanding shares beneficially owned | 0 | March 31, 2025 |
| Shares exercisable within 60 days | 38,200 | March 31, 2025 |
| Total beneficial ownership | 38,200 | March 31, 2025 (less than 1%) |
| Options outstanding (12/31/2024) | 54,400 shares underlying options | December 31, 2024 |
| Shares outstanding (reference) | 87,565,252 | March 31, 2025 |
| Pledging/Hedging | Prohibited by policy | Ongoing |
Insider Trades (Form 4)
| Item | Detail |
|---|---|
| Section 16 compliance | Company believes all Section 16(a) filing requirements were complied with for 2024 (directors/officers/greater-than-10% holders) |
| Form 4 transactions | Not disclosed in the proxy; refer to SEC EDGAR for transaction-level details |
Governance Assessment
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Strengths:
- Independent director with deep R&D and oncology expertise; active on the Compensation Committee, which is fully independent .
- Strong engagement: Board and committee meeting cadence; each director met at least 75% attendance and attended the annual meeting .
- Alignment features: option-based annual grants and cash retainer structure; anti-hedging/pledging policy enhances alignment; policy for recovery of erroneously awarded compensation (clawback) in place .
- Shareholder sentiment context: 2024 Say‑on‑Pay received ~91% support, indicating constructive investor alignment on compensation governance (executive program) .
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Watch items:
- No director stock ownership guidelines disclosed in the proxy; continued monitoring of ownership alignment recommended .
- Multiple external directorships can create time‑commitment risk; Nominating & Governance Committee reviews director obligations and conflicts; no Item 404 relationships for comp committee members disclosed in 2024 .
- Equity awards for directors appear time-based without performance conditions; while common for pre-commercial biotech, investors may prefer clearer performance linkage over time .
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RED FLAGS: None identified in proxy disclosures specific to Dr. Mackey (no related‑party transactions, hedging/pledging prohibited; compensation committee interlocks none) .