Federica O'Brien
MACROGENICSAbout Federica O’Brien
Federica O’Brien, age 67, has served on MacroGenics’ Board since February 2021. She is a CPA (inactive) with 25+ years of financial and operational leadership across biopharma, medical device, and tech; she began her career in public accounting (Coopers & Lybrand) and most recently founded CFO’Brien Consulting, LLC in 2018 providing strategic/CFO services to biotech companies . MacroGenics’ Board has affirmatively determined she is independent under Nasdaq rules; she is designated an “audit committee financial expert” and chairs the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CFO’Brien Consulting, LLC | President | 2018–present | Strategic and flex-time CFO services for biotech |
| Complexa Inc. | Chief Financial Officer | 2015–2017 | Finance leadership at clinical-stage company |
| Cerecor Inc. | Chief Financial Officer | 2013–2015 | Public company CFO experience |
| Cervilenz, Inc. | Chief Financial Officer & Chief Operating Officer | 2011–2013 | Dual CFO/COO responsibilities |
| Cardiokine Inc. | Chief Financial Officer | Not disclosed | CFO at private biotech |
| Barrier Therapeutics, Inc. | Controller | Not disclosed | Controller at a public company |
| Infonautics, Inc. | Chief Financial Officer | Not disclosed | Public company CFO |
| Coopers & Lybrand | Audit Manager | Not disclosed | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TELA Bio, Inc. | Director | Not disclosed | Chairs Audit Committee |
Board Governance
- Committee assignments: Audit Committee (Chair), Human Capital Management Committee (member) .
- Independence: Independent director; all Board committees composed entirely of independent directors per Nasdaq/SEC rules .
- Audit expertise: O’Brien designated as an “audit committee financial expert” with requisite financial sophistication .
- Attendance and engagement: In 2024, the Board met 13 times; Audit and Nominating & Corporate Governance each met 4 times; HCMC met 7 times; Science & Technology met 5 times; all directors attended ≥75% of Board/committee meetings and attended the Annual Meeting .
- Risk oversight: Audit Committee oversees major financial risk exposures, compliance, and cybersecurity; HCMC monitors compensation risk; Nominating & Governance oversees ESG and governance .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board retainer (cash or options) | $45,000 | Non-employee director program (effective pre-May 2025) |
| Audit Committee – member retainer | $10,000 | Paid in quarterly installments (cash or options) |
| Audit Committee – chair add’l retainer | $20,000 | Total Audit fees imply $30,000 when chairing |
| Human Capital Mgmt Committee – member retainer | $7,500 | Paid quarterly (cash or options) |
| 2024 Cash fees actually paid (O’Brien) | $82,500 | Implied sum of retainer + Audit chair/member + HCMC member |
Performance Compensation
- Annual equity awards to directors (time-based, not performance-based):
- 2024 RSUs: 6,500 units granted to each non-employee director at grant-date fair value $27,690; RSUs vest annually over 1 year (Annual RSU) or equally over 3 years (Initial RSU) .
- 2024 Options: aggregate grant-date fair value $60,443; Annual Option typically vests monthly over 12 months; Initial Option vests monthly over 36 months; exercise price set at grant-date fair market value .
- 2025 program changes (effective May 2025): Initial Option 44,000 shares; Annual Option 22,000 shares; Initial RSU 7,500; Annual RSU 3,750 .
| Equity Compensation (2024) | Units / $ | Vesting | Valuation Basis |
|---|---|---|---|
| RSUs (O’Brien) | 6,500 units; $27,690 | Annual vest; Initial RSU vests over 3 years; Annual RSU vests after ~1 year | Grant-date fair value per ASC 718 |
| Options (O’Brien) | $60,443 (fair value) | Initial Option: 1/36 monthly; Annual Option: 1/12 monthly | Black-Scholes; strike = FMV at grant |
Other Directorships & Interlocks
| Company | Sector | Role | Notes |
|---|---|---|---|
| TELA Bio, Inc. | Medical device | Director & Audit Chair | External public board service; distinct sector from MacroGenics |
- Interlocks: No disclosed interlocks with MacroGenics’ competitors/suppliers/customers; HCMC interlocks/insider participation section reports no relationships requiring Item 404 disclosure among committee members .
Expertise & Qualifications
- CPA (inactive) and seasoned finance operator; prior CFO/COO roles across public and private companies .
- Audit Committee Financial Expert designation; deep financial literacy and governance experience .
- Education: B.A. in Accounting, Rutgers University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned directly | 4,500 | Beneficial ownership table |
| Shares issuable within 60 days | 129,080 | Options exercisable and RSUs vesting within 60 days |
| Total beneficial ownership | 133,580 | Sum of owned + issuable |
| Ownership % of outstanding | <1% | Per table designation |
| Unvested stock awards (as of 12/31/2024) | 6,500 | Unvested RSUs outstanding |
| Options outstanding (as of 12/31/2024) | 122,580 | Shares subject to outstanding options |
| Stock ownership guidelines | Directors must hold ≥3x annual retainer; 5-year compliance window | Applies to Board, CEO, Section 16 officers |
| Pledging/Hedging | Not disclosed | No pledging/hedging disclosures identified in proxy |
Governance Assessment
- Strengths: Independent Audit Chair with audit expert designation; strong attendance; transparent and modest director pay framework; clear equity vesting structures; robust clawback policy for awards under the Amended 2023 Plan; prohibition on repricing; no single-trigger CIC vesting; no related party transactions above $120,000 since 2023 .
- Alignment: Equity grants (options/RSUs) align director interests with shareholders; Board stock ownership guidelines (3x retainer) promote “skin-in-the-game” with reasonable compliance horizon .
- Shareholder sentiment: Most recent say-on-pay approval at 95.7%, indicating strong investor support for compensation policies (though executive-focused, it signals broader governance confidence) .
- Potential conflicts/red flags: None disclosed; no Item 404 related party transactions; no evidence of stock pledging or hedging; compensation program prohibits option repricing and dividend equivalents on unvested awards; awards subject to clawback .
- Attendance signal: All directors met ≥75% meeting attendance threshold and attended the Annual Meeting in 2024, supporting engagement .
RED FLAGS: None identified in disclosures regarding conflicts, related-party transactions, option repricing, pledging/hedging, or low attendance .
Appendix – Program Terms (for context)
- Director fees (effective pre-May 2025): Board retainer $45,000; Chair add’l $35,000; Committee annual retainers: Audit $10,000 (member) +$20,000 (chair add’l); HCMC $7,500 (member) +$15,000 (chair add’l); Nominating $5,000 +$10,000; Science & Tech $10,000 +$20,000 .
- Equity vesting mechanics: Options at FMV; Initial Option monthly vest over 36 months; Annual Option monthly vest over 12 months; Initial RSU equal annual vest over 3 years; Annual RSU 1-year vest .
- Plan governance protections: No single-trigger CIC vesting; prohibition on repricing; dividends not paid on unvested awards; clawback policy adopted February 2021; no discounted options/SARs .
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