Karen Ferrante
MACROGENICSAbout Karen Ferrante, M.D.
Karen Ferrante, M.D., age 67, has served on MacroGenics’ Board since January 2017; she is a hematologist‑oncologist with 25+ years of oncology drug development experience, including CMO/Head of R&D at Tokai and senior roles at Millennium/Takeda, Pfizer, and Bristol‑Myers Squibb . She earned her M.D. from Georgetown University, completed internal medicine training at New England Deaconess (Beth Israel Deaconess) and a fellowship in hematology/oncology; she currently serves on Cogent Biosciences’ board and previously on Hutch‑Med, Progenics Pharmaceuticals, and Baxalta boards . Ferrante is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tokai Pharmaceuticals | Chief Medical Officer & Head of R&D | Not disclosed | Led oncology development; brings >25 years oncology experience |
| Takeda/Millennium | Oncology Therapeutic Area Head; CMO; Takeda Cambridge Site Head | Not disclosed | Senior leadership in oncology; cross‑site oversight |
| Pfizer Global R&D | Positions of increasing responsibility | Not disclosed | Oncology development experience |
| Bristol‑Myers Squibb | Positions of increasing responsibility | Not disclosed | Oncology development experience |
| Kazia Therapeutics | Scientific Advisory Board member | 2016–2022 | Scientific guidance |
| Trillium Therapeutics | Scientific Advisory Board member | Until acquisition by Pfizer in 2021 | Scientific guidance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cogent Biosciences (formerly Unum Therapeutics) | Director | Current | Public biopharma |
| Hutch‑Med (formerly Chi‑Med) | Director | Former | Public biopharma |
| Progenics Pharmaceuticals, Inc. | Director | Former | Public biopharma |
| Baxalta Inc. | Director | Former | Public biopharma |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Ferrante is independent under Nasdaq standards .
- Committee memberships: Nominating & Corporate Governance Committee (member; chair is Dr. Stump) ; Science & Technology Committee (member; chair is Dr. Siegel) .
- Attendance and engagement: In 2024 the Board met 13 times; committees met (Nom&Gov 4, Audit 4, Human Capital Management 7, Science & Technology 5); all directors attended ≥75% of Board/committee meetings and attended the 2024 Annual Meeting .
- Leadership structure: Separate independent Chair (William Heiden) and CEO roles, with regular executive sessions of independent directors .
| Meeting cadence (2024) | Count |
|---|---|
| Board meetings | 13 |
| Nominating & Corporate Governance | 4 |
| Audit Committee | 4 |
| Human Capital Management Committee | 7 |
| Science & Technology Committee | 5 |
| Attendance threshold | ≥75% for all directors |
| Annual Meeting attendance | All directors attended |
Fixed Compensation
- Director compensation program: Annual retainer $45,000; additional chair retainer $35,000 if chair is non‑employee; committee member retainers—Audit $10,000, Human Capital $7,500, Nominating & Corporate Governance $5,000, Science & Technology $10,000; fees paid quarterly in cash or stock options at Black‑Scholes value .
- 2024 actuals for Ferrante: Fees earned $57,500; Stock awards (RSUs) $27,690; Option awards $60,443; Total $145,633 .
| 2024 Director Compensation (Ferrante) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $57,500 |
| Stock Awards (RSUs; grant‑date fair value) | $27,690 |
| Option Awards (grant‑date fair value) | $60,443 |
| Total | $145,633 |
Program parameters (context):
- As of May 2024: Initial Option 33,000 shares; Annual Option 16,500 shares; Initial RSU 13,000; Annual RSU 6,500 .
- Effective May 2025: Initial Option 44,000; Annual Option 22,000; Initial RSU 7,500; Annual RSU 3,750 .
Performance Compensation
- Equity grant design for directors: Options priced at fair market value; Initial Option vests 1/36 monthly; Annual Option vests 1/12 monthly; RSUs vest—Initial RSU over 3 years annually; Annual RSU after one year or day prior to next annual meeting; all subject to continued service .
- 2024 annual RSU grant: 6,500 RSUs granted May 21, 2024 at $4.26 per share (closing price) .
- Note: Director equity grants are time‑based; no performance metrics are tied to director awards (performance goals under the 2023 Plan apply broadly to employee awards, not non‑employee director grants) .
| Director Equity Terms | 2024 | Effective May 2025 | Vesting |
|---|---|---|---|
| Annual Option (shares) | 16,500 | 22,000 | 1/12 monthly from grant date |
| Annual RSU (units) | 6,500 | 3,750 | One‑year cliff (or day before next annual meeting) |
| Initial Option (new director) | 33,000 | 44,000 | 1/36 monthly |
| Initial RSU (new director) | 13,000 | 7,500 | Equal annual installments over 3 years |
| 2024 RSU grant date detail | 6,500 units at $4.26 | — | Granted May 21, 2024 |
Other Directorships & Interlocks
- Current: Cogent Biosciences – public biopharma director .
- Prior: Hutch‑Med (Chi‑Med), Progenics Pharmaceuticals, Baxalta – public biopharma boards .
- Committee interlocks: Company discloses no Human Capital Management Committee interlocks or insider participation; none of the HCMC members were officers/employees; no reciprocal committee service with entities having MGNX executives on their boards .
Expertise & Qualifications
- Clinical and industry expertise: Board‑certified hematologist‑oncologist; senior clinical development leadership across multiple global pharma/biotech organizations, providing deep oncology R&D oversight .
- Governance competencies: Service on Nominating & Corporate Governance and Science & Technology Committees aligns medical/scientific expertise with governance oversight (ESG/succession and R&D pipeline review) .
Equity Ownership
| Ownership (as of March 24, 2025) | Shares |
|---|---|
| Common stock owned directly | 4,500 |
| Shares issuable within 60 days (options/RSUs) | 165,256 |
| Total beneficially owned | 169,756 |
| Beneficial ownership % | <1% |
Outstanding awards (as of Dec 31, 2024):
| Award Type | Amount |
|---|---|
| Unvested Stock Awards (RSUs) | 6,500 |
| Shares subject to outstanding options | 158,756 |
Ownership alignment and policies:
- Stock Ownership Guidelines: Directors must achieve ownership equal to 3x Board annual retainer within five years; shares counted include direct holdings and RSUs, among others .
- Anti‑hedging/anti‑pledging: Directors, officers, employees prohibited from hedging/pledging company stock (e.g., collars, swaps, margin, shorts) .
Governance Assessment
- Strengths: Independent status with relevant oncology expertise; active committee roles in governance (ESG/succession) and science oversight; strong attendance; equity‑heavy compensation supports alignment; anti‑hedging/pledging and ownership guidelines reinforce long‑term interests .
- Compensation clarity: 2024 director fees and equity disclosed with grant‑date values; program revised in 2025 to increase option sizes while reducing RSUs—maintains equity alignment; director fees can be taken in options, further aligning incentives .
- Shareholder sentiment: Say‑on‑pay support of 95.7% in 2024 indicates favorable investor view of compensation governance; HCMC uses independent consultants (Compensia; Alpine Rewards) with no conflicts .
- Conflicts/related‑party: Company reports no related‑party transactions >$120,000 since Jan 1, 2023 involving directors; Audit Committee pre‑screens any such matters .
- Monitoring points: Concurrent service on another oncology biopharma (Cogent Biosciences) could present information‑flow sensitivities; company policies and Audit Committee oversight mitigate; no specific conflicts disclosed; continue monitoring for competitive interlocks or transactional ties .
RED FLAGS: None disclosed—no related‑party transactions; anti‑hedging/pledging policy in place; high governance vote support. Ongoing vigilance warranted for any future interlocks/transactions given external biopharma board role .