Jay Siegel
MACROGENICSAbout Jay Siegel, M.D.
Independent director at MacroGenics since November 2017; age 72. Former Chief Biotechnology Officer and Head of Scientific Strategy & Policy at Johnson & Johnson (joined 2003) and previously spent ~20 years at the FDA, including directing the office that reviews/approves therapeutic biologics. Education: B.S. Biology (Caltech); M.D. (Stanford); residency (UCSF) and fellowship in infectious diseases/immunology (Stanford). Currently a member of the National Academies’ Forum on Regenerative Medicine. Core credentials: deep regulatory, biologics, and scientific policy expertise across FDA and large-cap pharma leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Chief Biotechnology Officer; Head of Scientific Strategy & Policy; previously Company Group President for Biotechnology, Immunology & Oncology | Joined 2003 (subsequent senior roles as described) | Executive-level leadership across biotech portfolio; scientific strategy and policy direction |
| U.S. FDA | Roles of increasing responsibility; directed office responsible for approving therapeutic biologics | ~20-year FDA career prior to 2003 | Led biologics review/approval office; extensive regulatory oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| National Academies’ Forum on Regenerative Medicine | Member | Current |
| Biotechnology Innovation Organization (BIO) | Executive Committees and Boards (service noted) | Past service noted |
| Alliance for Regenerative Medicine | Executive Committees and Boards (service noted) | Past service noted |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Dr. Siegel is independent. Independent directors meet in regular executive sessions.
- Committee assignments:
- Science & Technology Committee: Chair (oversees R&D pipeline, advises on performance goals and emerging science/tech).
- Human Capital Management (Compensation) Committee: Member (oversees executive/director compensation, pay philosophy, and equity grants).
- Attendance and engagement: In 2024, the Board met 13 times; HCMC 7; Science & Technology 5; Nominating & Governance 4; Audit 4. All directors attended at least 75% of Board and committee meetings.
- Board leadership: Chair and CEO roles are separated, aligning with governance best practices.
Fixed Compensation
| Component (2024 actual for Siegel) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $56,250 |
| Total cash (fixed) | $56,250 |
Director fee program (reference levels; effective May 2025 unless noted):
- Annual Board retainer: $45,000; non-employee Chair additional $35,000.
- Committee retainers (Member/Chair addl): Audit $10,000/$20,000; Human Capital Management $7,500/$15,000; Nominating & Governance $5,000/$10,000; Science & Technology $10,000/$20,000.
- Delivery choice: Quarterly installments in cash or stock options (Black-Scholes value), at director’s election.
Performance Compensation
| Equity Element | Grant detail and values | Vesting/Terms |
|---|---|---|
| RSUs (Annual 2024) | 6,500 RSUs to each non-employee director on May 21, 2024; grant-date FMV $4.26; Siegel’s stock awards value $27,690 | Annual RSUs vest after one year or the day prior to the next annual meeting, if earlier; continued service required |
| Stock options (2024) | Option awards value $60,443 | Exercise price = FMV at grant; Annual Option vests 1/12 monthly; Initial Option vests 1/36 monthly; continued service required |
| Program sizes (as of May 2024 → May 2025) | Annual Option: 16,500 → 22,000 shares; Initial Option: 33,000 → 44,000 shares; Annual RSU: 6,500 → 3,750 units; Initial RSU: 13,000 → 7,500 units | Program parameters as stated; vesting per above |
Additional plan-level governance terms:
- No single-trigger automatic vesting upon change in control; no option/SAR repricing without stockholder approval; no dividends on unvested awards; share-counting safeguards; awards subject to the Company’s clawback policy (noted policy explicitly covers Section 16 officers).
- Performance metrics: Director awards are time-based; no performance metrics disclosed for director compensation.
Compensation mix (2024, Siegel):
- Equity (RSUs + Options): $88,133 (≈61% of total) vs. Cash: $56,250 (≈39%); Total $144,383.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Dr. Siegel in the past five years. |
| Committee interlocks | HCMC members in 2024 included Siegel; Company discloses no compensation committee interlocks or insider participation concerns. |
| Related-party transactions | None ≥$120,000 since Jan 1, 2023 involving directors/executives/5% holders; Audit Committee oversees related-party reviews. |
Expertise & Qualifications
- Medical and regulatory expert with >35 years in biotechnology; prior leadership at FDA in biologics and senior scientific roles at J&J.
- Education and clinical training in internal medicine, infectious diseases, and immunology (Caltech; Stanford; UCSF).
- Recognized thought leadership in regenerative medicine (National Academies forum).
Equity Ownership
| Holder | Shares Owned | Shares Issuable within 60 Days (options/RSUs) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Jay Siegel, M.D. | 4,500 | 174,775 | 179,275 | <1% |
Outstanding awards (as of 12/31/2024):
- Unvested stock awards (RSUs): 6,500; Shares subject to outstanding options: 168,275.
Stock ownership policy:
- Directors must hold Company stock valued at 3x annual Board retainer within 5 years of applicability; Section 16 officers: 1x salary; CEO: 3x salary. Individual compliance status not disclosed.
Governance Assessment
- Board effectiveness: Independent status, chairing S&T and serving on HCMC signal high engagement and influence on R&D oversight and pay governance. Attendance threshold met; Board/Committee cadence appropriate for clinical-stage biotech.
- Alignment and incentives: Majority of Siegel’s 2024 compensation delivered in equity (time-vested RSUs and options), aligning with shareholder outcomes; director program increases option sizing in 2025 while reducing RSUs, raising at-risk exposure.
- Conflicts/related-party exposure: None disclosed; compensation committee interlocks not present; robust related-party review by Audit Committee.
- Shareholder sentiment: Say-on-pay support for executives was strong in 2024 (95.7%), indicating a generally favorable governance/compensation climate that the HCMC, on which Siegel serves, oversees.
- Policy safeguards: Plan prohibits repricing without shareholder approval; no single-trigger vesting on change in control; clawback policy in place (explicitly covers Section 16 officers), enhancing governance discipline.
RED FLAGS
- None observed in filings: no related-party transactions, no interlocks, independence affirmed, attendance ≥75%, and conservative equity plan features (no single-trigger CIC; no repricing). Continued monitoring of ownership guideline compliance and any share pledging/hedging disclosures is prudent.