Marco Gottardis
About Marco Gottardis
Marco Gottardis, 67, is an independent Class I director of NKGen Biotech, appointed on July 11, 2024. He is the owner and consultant at Gottardis Biotech LLC (since February 2023), previously Senior VP of Business Development & Scientific Strategy at Replay Bio (Feb 2023–Mar 2024) and Vice President roles in Oncology at Janssen Pharmaceuticals/Johnson & Johnson (Sept 2012–Feb 2023). He holds a B.S. in Biology from Columbia University and a Ph.D. in Human Oncology from the University of Wisconsin–Madison; the Board identifies him as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janssen Pharmaceuticals (J&J) | VP, Oncology Innovation; previously VP Oncology & Prostate Cancer Disease Area Stronghold Leader | Jul 2021–Feb 2023; Sept 2012–Jul 2021 | Led strategy and implementation of novel research platforms; led prostate cancer R&D portfolio |
| Replay Bio Holdings | Senior VP, Business Development & Scientific Strategy | Feb 2023–Mar 2024 | Cell and gene therapy strategy leadership |
| Gottardis Biotech LLC | Owner/Consultant | Feb 2023–present | Biopharma R&D consultancy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gottardis Biotech LLC | Owner/Consultant | Feb 2023–present | Private consultancy (no public company board disclosed) |
| Replay Bio Holdings | Senior VP | Feb 2023–Mar 2024 | Operating role; not a director position |
Board Governance
- Committee memberships: Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (member). Chairs: Audit—Kathleen Scott; Compensation—Kathleen Scott; Nominating & Corporate Governance—Michael Klowden.
- Independence: The Board restored majority independence during the cure period via Dr. Gottardis’s appointment on July 11, 2024; he is classified as independent under Nasdaq rules.
- Attendance baseline: In 2023 the Board held 3 meetings and committees held 3 (Audit 2; Compensation 1; Nominating 0); each incumbent director attended at least 75% of meetings—Dr. Gottardis joined in 2024, so his 2023 attendance is not applicable.
| Committee | Role | Chair | Notes |
|---|---|---|---|
| Audit | Member | Kathleen Scott | Board regained Nasdaq audit committee compliance upon his appointment (three independent members) |
| Compensation | Member | Kathleen Scott | Committee oversees executive and director pay, equity plans, clawbacks, and ownership guidelines |
| Nominating & Corporate Governance | Member | Michael Klowden | Oversees board composition, evaluations, conflicts, governance policies, succession |
Fixed Compensation
| Component | Amount (USD) | Eligibility for Dr. Gottardis | Status/Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $40,000 | Yes | Cash fees deferred until funding goals are met |
| Audit Committee Member Fee | $7,500 | Yes | Cash fees deferred |
| Compensation Committee Member Fee | $5,000 | Yes | Cash fees deferred |
| Nominating & Governance Committee Member Fee | $4,000 | Yes | Cash fees deferred |
| Chair fees (Audit $15k; Comp $10k; Nom/Gov $8k) | As listed | No (not a chair) | Not applicable |
Non-employee director cash fees have been deferred until the Company meets compensation committee-set funding goals.
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Stock Option | Jul 11, 2024 | 300,000 options | $2.00 | Vests in equal monthly installments from Jul 11, 2024 to Jul 11, 2027, subject to continued service | None disclosed; time-based vesting (no performance criteria) |
No RSUs/PSUs or bonus metrics disclosed for non-employee directors; equity awards are time-based.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Dr. Gottardis. |
- Compensation Committee interlocks: None of the compensation committee members (including Dr. Gottardis) have ever been NKGen executives or employees; no executive officers served on other entities’ compensation committees.
Expertise & Qualifications
- Deep biopharma R&D experience including oncology strategy and disease area leadership, with senior roles at Janssen/Johnson & Johnson.
- Audit committee literacy: Board determined all audit members can read and understand fundamental financial statements.
- Education: B.S. Biology, Columbia University; Ph.D. Human Oncology, University of Wisconsin–Madison.
Equity Ownership
| Metric | Jul 22, 2024 | Jan 24, 2025 (Record Date) |
|---|---|---|
| Beneficial Ownership (shares) | 16,667 | 50,000 |
| Ownership % of outstanding | Less than 1% | Less than 1% |
- Ownership determination includes options exercisable within 60 days of the record date; Dr. Gottardis’s beneficial holdings reflect the portion of his monthly vesting option schedulable within 60 days.
- Stock ownership guidelines: The compensation committee may establish and monitor guidelines for directors; specific multiples/requirements not disclosed.
Governance Assessment
- Board effectiveness and independence: Appointment of Dr. Gottardis restored majority independence and audit committee compliance during Nasdaq cure periods—positive for governance stability.
- Committee engagement: Active membership across Audit, Compensation, and Nominating & Governance suggests broad involvement in oversight of financial reporting, pay/clawbacks, governance policies, and succession.
- Pay alignment and signals: Cash retainers and committee fees are deferred until funding goals are met, conserving cash and emphasizing equity-linked incentives; his compensation is primarily at-risk via options with time-based vesting (no performance metrics).
- Ownership alignment: Beneficial ownership is modest (<1% of shares outstanding), primarily from options vesting; alignment exists via option exposure but lacks disclosed ownership guideline targets.
- Conflicts/related-party exposure: The proxy’s related-party transactions section (Graf/NKMAX focus) does not disclose transactions involving Dr. Gottardis—no specific related-party engagements flagged.
- Attendance baseline: Board and committee meeting cadence in 2023 met minimum attendance thresholds; Dr. Gottardis joined in 2024, so his individual attendance rate is not disclosed.
RED FLAGS and Watch Items: Low direct ownership vs. options-based exposure; absence of performance-based criteria in director equity; deferred cash fees reflect funding constraints—monitor for future changes in director pay mix and any emerging related-party ties.