Robert E. Martell, M.D., Ph.D.
About Robert E. Martell, M.D., Ph.D.
Robert E. Martell (age 62) has served as an independent director of Indaptus Therapeutics since February 2023. He is currently Chief Scientific Officer at Curis and a part-time treating physician at Champlain Valley Hematology Oncology; his academic background includes a B.A. in Chemistry (Kalamazoo College), a Ph.D. in Pharmacology (University of Michigan), and an M.D. (Wayne State University), with internal medicine residency and medical oncology fellowship at Duke University Medical Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curis | Chief Scientific Officer; previously Head of R&D; Director (prior) | CSO current; Director 2011–2018 | Executive leadership and prior board oversight |
| Tesaro, Inc. | Chief Medical Officer | 2012–2015 | Led development of Zejula and Varubi |
| MethylGene | Chief Medical Officer | 2005–2009 | Oncology development for a public biopharma |
| Bristol-Myers Squibb | Director, Oncology Global Clinical Research | 2002–2005 | Development of Sprycel, Erbitux, Ixempra |
| Bayer (Pharmaceutical Division) | Associate/Deputy Director | 2000–2002 | Developed Nexavar |
| Tufts Medical Center | Associate Chief, Director (Neely Center), Program Leader, Attending | Since 2009 | Academic leadership and clinical practice |
| Yale School of Medicine | Assistant Clinical Professor of Oncology | 2001–2005 | Academic appointment |
| Duke Medical Center | Assistant Professor | 1998–2000 | Academic appointment |
| Epi-Cure Pharmaceuticals | Co-founder; President; Director | 2016–2018 | Early-stage biotech governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Curis | Chief Scientific Officer | Current | Executive officer role (not a directorship) |
| Champlain Valley Hematology Oncology | Treating Physician (part-time) | Current | Clinical practice |
| Public company directorships | — | None disclosed | No current public company boards disclosed |
Board Governance
- Independence: Martell is independent under Nasdaq rules; Board determined no relationships interfering with independent judgment .
- Committees: Member, Audit Committee; Member, Science & Technology Committee. Not a chair (Audit Chair: Hayes; Sci & Tech Chair: Newman) .
- Audit Committee engagement: Audit Committee met 4 times in 2024; the committee report is signed by Hayes (Chair), Karah, and Martell .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings they served on; Board met 4 times .
- Election results (June 10, 2025 Annual Meeting): Martell re-elected Class I director—For: 3,412,504; Withheld: 744,787; Broker non-votes: 4,229,057 .
- Say-on-Pay (advisory) result at the same meeting—For: 3,346,942; Against: 768,207; Abstain: 42,142 .
Fixed Compensation
| Component | Amount (USD) | Period/Notes |
|---|---|---|
| Fees Earned (Cash) | $61,500 | FY2024 director cash compensation |
| Annual Board Retainer (policy) | $50,000 | Non-employee director retainer (paid quarterly) |
| Committee Fees (policy) | Audit Chair $15,000; Audit Member $7,500; Compensation Chair $10,000; Comp Member $6,000; Nominating Chair $8,000; Nom Member $5,000; Sci/Tech Chair $8,000; Sci/Tech Member $4,000 | Applies per role; paid quarterly |
| Payment Terms | — | Fees paid in advance quarterly; expenses reimbursed per policy |
Performance Compensation
| Equity Element | 2024 Grant-Date Fair Value | Vesting/Terms | Policy/Grant Mechanics |
|---|---|---|---|
| Stock Options (annual) | $27,500 | Annual options vest in full on first anniversary; accelerate upon death, disability, or change of control | Annual grant on meeting date: 12,500 options for non-chair; Chair 30,000 |
| Stock Options (initial) | — | Initial new director grant vests quarterly over 3 years; accelerates upon death, disability, or change of control | Initial grant size: 25,000 options at first election/appointment |
No performance-vested equity metrics disclosed for directors; options are service-vested per policy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Related Party |
|---|---|---|---|
| Curis | Public (officer role) | Chief Scientific Officer | No related-party transaction with Indaptus disclosed involving Martell |
| Current public boards | — | None disclosed | — |
Expertise & Qualifications
- Oncology drug development leadership across large pharma (BMS, Bayer) and biotechs (Tesaro, MethylGene), plus current CSO role at Curis .
- Clinical and academic credentials (Tufts, Yale, Duke) and ongoing clinical practice .
- Audit Committee member; committee members meet Nasdaq financial literacy requirements (committee-level determination) .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 32,500 shares issuable upon exercise of options; “less than 1%” of outstanding shares |
| Vested vs. Unvested (as counted) | Of 32,500 options, 12,500 were scheduled to vest within 60 days of April 17, 2025 (beneficial ownership table counts options exercisable now or within 60 days) |
| Common Shares Held | Not disclosed for Martell; beneficial ownership entry consists of options |
| Pledging/Hedging | Company anti-hedging policy prohibits short sales and hedging/monetization transactions without CFO pre-approval |
| Ownership Guidelines | No director stock ownership guidelines disclosed in the proxy |
Governance Assessment
-
Strengths:
- Independent director with drug development depth; serves on Audit and Science & Technology committees, indicating technical and oversight engagement .
- Active Audit Committee participation (committee met 4x in 2024; Martell signed the Audit Committee report) .
- Shareholder support: re-elected at 2025 Annual Meeting with 3,412,504 “For” votes (plurality standard) .
- Anti-hedging policy for directors enhances alignment safeguards .
- Option repricing is prohibited without shareholder approval under the 2021 plan, reducing compensation-related red flags .
-
Watch items:
- Low direct ownership (beneficial ownership under 1%) may limit economic alignment; continued equity grants and vesting could increase alignment over time .
- External executive workload (CSO at Curis) requires sustained attendance and engagement; 2024 attendance met the ≥75% threshold across directors .
-
Conflicts/related parties:
- No related-party transactions involving Martell disclosed since January 1, 2022; Audit Committee oversees related-person transactions policy .
- CEO participation in 2024/2025 financings required shareholder approval under Nasdaq rules (environmental governance note, not specific to Martell) .
-
Shareholder feedback context:
- 2025 Say-on-Pay passed (For: 3,346,942; Against: 768,207; Abstain: 42,142), suggesting no broad compensation backlash in the period .
Appendix: Key Voting Outcomes (Shareholder Confidence Indicators)
| Proposal | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Robert E. Martell, M.D., Ph.D. (Class I) | 3,412,504 | 744,787 (withheld) | — | 4,229,057 |
| Advisory Vote on Executive Compensation (Say-on-Pay) | 3,346,942 | 768,207 | 42,142 | N/A |
Note: Board held four meetings in 2024; each director attended at least 75% of Board and applicable committee meetings . Director cash and equity pay for FY2024 are reported above .