Marshall Woodworth
About Marshall Woodworth
Marshall H. Woodworth is Chief Financial Officer of MetaVia Inc. (Nasdaq: MTVA), age 67, appointed Acting CFO on October 25, 2023 and permanent CFO on March 1, 2024; he holds a B.S. from the University of Maryland and an MBA in Finance from Indiana University, and has signed SOX 302 and 906 certifications for Q3 2025 as Principal Financial Officer . Company performance context: the “Pay vs Performance” table shows the value of a fixed $100 investment (proxy for TSR) at $0.69 in 2024 vs $1.26 in 2023, while net loss widened to $27.6 million in 2024 from $12.5 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nevakar Inc. (and subsidiaries Nevakar Injectables, Vyluma) | Chief Financial Officer | May 2017–May 2023 | Led accounting, financing, legal, and HR functions . |
| Braeburn Pharmaceuticals Inc. | Chief Financial Officer | Oct 2015–Oct 2016 | Led and coordinated accounting, finance, and treasury functions . |
| Aerocrine AB | Chief Financial Officer | May 2014–Jul 2015 | Directed accounting/finance, Swedish reporting (FRS), IR, HR, and legal . |
| Furiex Pharmaceuticals, Inc. (Nasdaq: FURX) | Chief Financial Officer | Jan 2010–Feb 2014 | Led multi-disciplinary team across accounting, finance, SEC reporting, FP&A, and treasury . |
External Roles
No public company board service or external directorships disclosed for Woodworth in the proxy .
Fixed Compensation
Summary compensation (years as columns, oldest→newest):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | — | 316,667 |
| Bonus ($) | — | 120,663 |
| Stock Awards ($) | — | 209,015 (RSUs grant-date fair value per ASC 718) |
| All Other Compensation ($) | 154,500 | 128,354 (incl. $118,422 consulting fees to WhiteCap; health and welfare benefits) |
| Total ($) | 154,500 | 774,699 |
Employment agreement cash compensation terms:
| Item | Value |
|---|---|
| Annual base salary | $380,000 (reviewed annually) |
| Target annual bonus | 40% of base salary; discretionary by Board/committee |
| Acting CFO consulting rate (Oct 2023–Mar 2024) | ~$375 per hour paid to WhiteCap under engagement agreement |
Performance Compensation
Equity awards and vesting detail:
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|---|---|
| RSU (2022 Equity Incentive Plan) | Mar 1, 2024 | 33,496 | 209,015 | 30% on Mar 1, 2025; 30% on Mar 1, 2026; remaining 40% in equal monthly installments over 12 months following Mar 1, 2026, subject to continued service | If not assumed/continued/substituted in a CIC, 100% of unvested RSUs vest immediately before effectiveness |
Notes on performance metrics:
- Annual bonus is discretionary; specific performance metrics (e.g., revenue, EBITDA, TSR) for Woodworth’s bonus were not disclosed in the proxy .
Equity Ownership & Alignment
Beneficial ownership and outstanding equity:
| Metric | Value |
|---|---|
| Beneficial ownership (Record Date, 2025) | 20,832 shares; <1% of outstanding (based on 19,588,351 shares) |
| Unvested RSUs (12/31/2024) | 33,496 RSUs; market value $67,997 (at $2.03 per share) |
| Options (exercisable / unexercisable) | None disclosed for Woodworth; option columns show “—” |
| Ownership guidelines | Not disclosed for executives in proxy |
| Hedging/shorting policy | Company Insider Trading Policy prohibits speculative trading and hedging (short sales, options, etc.); regular blackout periods; Rule 10b5-1 plans must meet legal requirements |
| Clawback policy | Compensation Recovery Policy (Rule 10D-1/Nasdaq): recoup incentive-based comp for accounting restatements, fault not considered |
Vesting cadence and potential selling pressure:
- Near-term vesting milestones: 30% RSUs on Mar 1, 2026 and monthly vesting thereafter for the remaining 40%, creating periodic settlement windows; trading still subject to blackout periods and 10b5-1 compliance .
Employment Terms
Key terms of Woodworth Employment Agreement (effective Mar 1, 2024):
| Term | Detail |
|---|---|
| Initial Term | 2 years beginning Mar 1, 2024; auto-renews for successive 1-year terms unless notice ≥60 days before expiration |
| Benefits | Participation in employee benefit programs (vacation/sick leave, welfare/benefit plans, disability, medical, death, life insurance) |
| Severance (non-CIC) | Upon resignation for “good reason” or termination without cause, death, or disability: Unconditional Entitlements plus severance equal to 25% of then-current base salary and up to 3 months COBRA premiums, subject to release |
| Severance (CIC window) | If resignation for good reason or termination without cause within 12 months post-CIC or 3 months pre-CIC: (i) Unconditional Entitlements and Conditional Benefits net of Severance Amount; (ii) cash equal to 0.50×(base + target bonus) less “Non-Compete Amount,” if applicable; (iii) accelerated vesting of all time-based equity assumed/continued/substituted in CIC |
| RSU CIC acceleration (if not assumed) | 100% acceleration of unvested RSUs immediately prior to effectiveness if awards are not assumed/continued/substituted |
| Acting CFO arrangement | Oct 2023 appointment via WhiteCap engagement; compensation paid to WhiteCap; ~$375/hr rate |
Governance context relevant to compensation determination:
- MetaVia is a “controlled company” under Nasdaq rules due to Dong-A majority voting power, exempting certain independence requirements for compensation decisions (audit committee remains fully independent) .
Investment Implications
- Pay-for-performance alignment: Cash bonus appears discretionary without disclosed metric weights; equity is time-based RSUs rather than PSUs, reducing explicit linkage to financial outcomes—monitor compensation committee disclosure in future proxies for metric adoption .
- Retention and change-of-control economics: Modest severance (0.25× base outside CIC; 0.50× base+target in CIC) and auto-renewing 2-year term suggest balanced retention with limited parachute risk; CIC provides targeted acceleration protection primarily for time-based equity .
- Trading signals and supply overhang: The RSU schedule creates vesting events on Mar 1, 2026 and monthly thereafter; although 10b5-1 and blackout policies restrict timing, watch Form 4 activity around these dates for potential incremental selling pressure .
- Ownership alignment: Woodworth’s beneficial ownership is <1% and options are not a factor; alignment is achieved largely via unvested RSUs under company clawback and anti-hedging policies—pledging is not addressed in disclosed policy, and no pledging by Woodworth is disclosed .
- Execution risk: As a seasoned CFO with prior multi-company biopharma experience, he oversees controls and certifications; however, company TSR declined and net losses widened in 2024, indicating a challenging operating backdrop—observe future 10-K/10-Q for progress on cash runway and clinical milestones impacting compensation outcomes and vesting value .