Margaret Liu
MACROGENICSAbout Margaret A. Liu, M.D.
Dr. Margaret A. Liu (age 68) has served on MacroGenics’ Board since January 2023. She is CEO of PAX Therapeutics (since 2020), an Adjunct Full Professor at UCSF, and has scientific affiliation at the Karolinska Institutet. She holds an M.D. from Harvard Medical School and a B.A. in Chemistry from Colorado College; she completed Internal Medicine residency and an Endocrinology fellowship at MGH/Harvard and previously held scientific roles at MIT and the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co. | Positions of increasing responsibility | Not disclosed | Biopharma operating experience |
| Chiron Corporation | Positions of increasing responsibility | Not disclosed | Biopharma operating experience |
| Bill & Melinda Gates Foundation | Senior Advisor in Vaccinology | Not disclosed | Global health strategy |
| NIH (NIAID) Advisory Council | Member | Not disclosed | Federal scientific advisory |
| MIT | Visiting Scientist (pioneered bispecific antibodies) | Not disclosed | Translational science |
| University of Pennsylvania | Adjunct Assistant Professor of Medicine | Not disclosed | Academic medicine |
| ProTherImmune LLC | Principal (consulting) | Not disclosed | Biopharma advisory |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Ipsen (public) | Director | Chair, Ethics, Governance & CSR; Member, Innovation & Development Committee |
| International Society for Vaccines | Board Member; President Emerita | Global vaccine leadership |
| UCSF | Adjunct Full Professor | Academic appointment |
| Karolinska Institutet | Hedersdoktor; scientific affiliation (Dept. of Medicine) | Academic affiliation |
| WHO and other NGOs | Consultant (individual and via ProTherImmune) | Global health advisory |
| Prior boards: Transgene; Sangamo Biosciences; Adjuvance Technologies; International Vaccine Institute | Director (prior) | Governance experience |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Dr. Liu is independent under Nasdaq rules .
- Committees (MacroGenics):
- Nominating & Corporate Governance Committee (member)
- Science & Technology Committee (member)
- Attendance/Engagement: In 2024, the Board met 13 times; all directors attended ≥75% of Board/committee meetings and all attended the 2024 Annual Meeting .
- Board structure: Independent Chair; regular executive sessions of independent directors .
Fixed Compensation (Director)
- Program (effective through 2024; amended Feb 2025 for grants):
- Annual cash retainer: $45,000; Chair add’l: $35,000 .
- Committee annual retainers: Audit $10,000 (Chair +$20,000); Human Capital Mgmt $7,500 (Chair +$15,000); Nominating & Corporate Governance $5,000 (Chair +$10,000); Science & Technology $10,000 (Chair +$20,000) .
- Directors may elect cash or options for retainers .
- Dr. Liu – 2024 actual:
- Fees earned or paid in cash: $56,875
- Total 2024 director compensation: $145,008 (includes equity below)
Performance Compensation (Director equity)
- Annual equity structure (as of 2024): Annual Option (16,500 sh), Annual RSU (6,500 sh); Initial Option (33,000 sh), Initial RSU (13,000 sh). Effective May 2025: options increased to 22,000/44,000 sh while RSUs reduced to 3,750/7,500 sh (Annual/Initial) .
- Vesting: Options vest monthly (Annual Option 1/12; Initial Option 1/36). RSUs vest one year for annual grants; initial RSUs vest annually over 3 years .
- Dr. Liu – 2024 equity granted/valued:
- Stock awards (RSUs): $27,690; each director received 6,500 RSUs at $4.26 on May 21, 2024 .
- Option awards (fair value): $60,443 .
- Outstanding awards at 12/31/2024: Unvested stock awards 6,500; Options outstanding 71,500 .
- Note: Director compensation is not tied to operating performance metrics; equity is time-vesting (no performance metrics disclosed) .
Other Directorships & Interlocks
- Current public directorships: Ipsen (committee chair/member roles listed above) .
- Committee interlocks: None reported for MacroGenics’ Human Capital Management Committee; no relationships requiring disclosure under Item 404 .
- Related-party transactions: None >$120,000 involving directors/officers since Jan 1, 2023; Audit Committee oversees any such matters .
Expertise & Qualifications
- Core expertise: Vaccinology, immunology, biologics R&D, and biopharma operations/governance .
- Credentials: M.D. (Harvard); significant scientific and board leadership across pharma/biotech and global health organizations .
- Board value-add: Scientific depth aligned with MacroGenics’ oncology antibody platform; service on Science & Technology and Nominating & Governance Committees underscores fit .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Shares owned (common) | 4,500 | March 24, 2025 |
| Shares issuable within 60 days (options/RSUs) | 69,999 | March 24, 2025 |
| Total beneficial ownership | 74,499 | March 24, 2025 |
| Beneficial ownership % | <1% | March 24, 2025 |
| Unvested stock awards | 6,500 | Dec 31, 2024 |
| Options outstanding | 71,500 | Dec 31, 2024 |
Additional alignment policies:
- Stock ownership guideline: Directors must own stock equal to 3x annual Board retainer within 5 years of becoming subject to the policy (adopted Feb 2022) .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging company stock (including collars, swaps, margin accounts, short sales) .
Governance Assessment
- Board effectiveness: Strong independence and committee alignment; Dr. Liu’s placement on Science & Technology leverages her scientific background; Nominating & Governance role supports board refreshment and ESG oversight .
- Attendance and engagement: No attendance red flags; all directors met ≥75% attendance and attended the annual meeting .
- Pay and alignment: Director pay is modest for company stage, with a significant equity component; 2025 program shift increases option leverage and reduces RSU counts (higher at-risk alignment) .
- Shareholder sentiment: Say‑on‑pay (executive) approvals were 95.7% in 2024 and 88.9% in 2023, indicating broad investor support for compensation governance processes overseen by independent directors .
- Conflicts/related-party: No related-party transactions disclosed; insider policy bans hedging/pledging, reducing alignment risk .
RED FLAGS: None identified in filings (no related‑party transactions; independence affirmed; attendance satisfactory; no hedging/pledging permitted) .
Watch items: External public directorship at Ipsen—no MacroGenics–Ipsen transactions disclosed, but monitor for any future business dealings or competitive overlaps (Audit Committee reviews any related‑party matters) .