Patricia Martin

About Patricia Martin

Patricia Martin (age 64) has served as an independent director of Leap Therapeutics (LPTX) since January 2023. She previously served as President & CEO of BioCrossroads (2019–Mar 2023) and spent 26 years at Eli Lilly, including roles as COO of Lilly Diabetes, Chief Diversity Officer, and Chief Alliance Officer. She holds an MBA from Harvard Business School and a BS in Accounting from Indiana University . She currently serves on LPTX’s Compensation Committee and the Nominating & Corporate Governance Committee .

Past Roles

External Roles

Board Governance

• Committee assignments at LPTX: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
• Independence: The Board determined all directors except Mirabelli and Onsi are independent; Martin is independent under Nasdaq rules .
• Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings (Martin included) .
• Leadership and executive sessions: Lead Independent Director is Thomas Dietz; independent directors met in executive session at every Board meeting (5 sessions in 2024) .
• Committee activity (2024): Audit (5 meetings), Compensation (2 meetings), Nominating & Corporate Governance (1 meeting) .

Fixed Compensation (Director Cash Fees)

• LPTX non-employee director annual retainer: $45,000.
• Committee fees: Compensation Committee member $7,500; Nominating & Corporate Governance member $5,500.
• Lead Independent Director premium: $35,000 (not applicable to Martin).
• Fee schedule below .

Actual 2024 director compensation for Martin:

Performance Compensation (Equity)

• Annual option grants to non-employee directors: In January 2024 and again in October 2024, LPTX granted options to purchase 25,000 shares to each non‑lead director; options vest quarterly over 1 year (Lead Independent Director received 30,000 each time) .
• 2024 equity award value for Martin: $98,055 (aggregate grant-date fair value) .
• Outstanding options as of 12/31/2024: 55,000 exercisable, 25,000 unexercisable; total 80,000 .

Other Directorships & Interlocks

• Public company: AN2 Therapeutics (Nasdaq: ANTX), Chair of Compensation Committee .
• Private/Non-profit: CareSource (Comp Chair), Indiana Biosciences Research Institute, Indiana Health Information Exchange, Regenstrief Institute .
• No related-party transactions naming Martin are disclosed in LPTX’s “Certain Relationships and Related Party Transactions” section; the company notes standard indemnification agreements and a policy requiring prior review/approval of RPTs .

Expertise & Qualifications

• Deep operating experience (Eli Lilly) across clinical development, finance, business development, human capital and investor relations, plus CEO-level external leadership at BioCrossroads .
• Compensation governance expertise (chairs compensation committees at AN2 Therapeutics and CareSource) .
• Credentials: MBA (Harvard Business School); BS Accounting (Indiana University) .

Equity Ownership

• Beneficial ownership as of April 21, 2025: 73,750 shares (consists of options exercisable or exercisable within 60 days); <1% of shares outstanding .
• Outstanding LPTX director options (as of Dec 31, 2024): 80,000 total (55,000 exercisable; 25,000 unexercisable) .
• Hedging/pledging: LPTX policy prohibits hedging/short sales and pledging/margining by directors .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 Annual Meeting results: Say‑on‑Pay approved (For: 16,820,682; Against: 1,272,059; Abstain: 40,120). Equity plan amendment also approved (For: 16,572,103; Against: 1,480,150; Abstain: 80,608) .
• Indicates investor support for LPTX’s compensation approach in 2024 .

Governance Assessment

• Strengths:

  • Independent director with multi-decade large-cap pharma operating background; active on two key committees (Compensation; Nominating & Governance) .
  • Attendance threshold met (≥75% in 2024), supporting engagement .
  • Company-level safeguards: anti-hedging/pledging policy for directors ; related-party transactions subject to committee approval ; option repricing requires stockholder approval under equity plan limits .
  • Reasonable director pay structure (clear retainer and committee fees) and time‑based vesting aligns with service .

• Watch items:

  • Director equity is delivered as time‑based options (not performance‑conditioned), which is common but provides limited direct linkage to non-price performance metrics. However, vesting is short (1-year), which may reduce long-term alignment relative to longer vesting schedules .
  • The 2025 Equity Incentive Plan sets a high annual maximum for non-employee directors ($2,000,000 grant-date value cap), though this is a hard cap rather than a target; continued monitoring of annual director grant sizing is warranted .

Director Compensation (Detail)

Employment & Contracts

• Indemnification: LPTX has indemnification agreements with directors and provides advancement of expenses to the fullest extent permitted by Delaware law .
• Related-Party Policy: Transactions ≥$120,000 with related persons require review and approval by the Nominating & Corporate Governance Committee; certain routine items are pre-approved .

Risk Indicators & Red Flags

• Hedging/pledging prohibited; no disclosed pledging of LPTX shares by Martin .
• Attendance met Board’s threshold .
• No disclosed related-party transactions involving Martin .
• Say‑on‑Pay support suggests no near‑term compensation governance concerns at the company level .

Compensation Structure Analysis (Directors)

• Mix: Cash retainer plus equity options. 2024 cash = $58k; equity grant-date FV ≈ $98k, implying a majority of total pay delivered in equity, aligning director incentives with shareholders via stock price performance .
• Equity design: Time‑based, quarterly vesting over 1 year; not performance‑metric conditioned (common for directors) .
• Plan guardrails: Non-employee director grant cap of $2,000,000 grant-date value per year under the 2025 plan .

Summary

Patricia Martin brings seasoned pharma operating experience and compensation governance expertise to LPTX’s board, serving independently on two governance-critical committees. Her attendance and compensation structure (cash + equity) align with market norms, and company policies on hedging/pledging and related-party transactions support investor confidence. No specific conflicts or red flags related to Martin are disclosed in company filings reviewed .