Gail Marcus
NateraAbout Gail Marcus
Gail Marcus, D.H.A., age 68, has served as an independent director of Natera since March 2017. She chairs the Nominating, Corporate Governance and Compliance Committee and serves on the Audit Committee, where she is designated an audit committee financial expert. Dr. Marcus holds a CERT Certificate in Cybersecurity Oversight (Carnegie Mellon), a BA (Wesleyan), an M.S.E. in Computer and Information Sciences (UPenn), an MBA (Wharton), and a Doctorate of Health Administration (Medical University of South Carolina) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calloway Laboratories | Chief Executive Officer & President | Oct 2012 – Dec 2015 | Led clinical toxicology services operations |
| Exceptional Leaders International | Consultant & Practice Leader, healthcare consulting | 2015 – Sep 2017 | Advised healthcare organizations |
| Massachusetts College of Pharmacy and Health Sciences | Assistant Professor; Director (Global Healthcare Mgmt & Biomedical Informatics); Department Chair (Pharmaceutical Business & Administrative Services) | Apr 2016 – Jul 2019 | Academic leadership; program oversight |
| Centers for Medicare & Medicaid Services | Advisory Panel on Clinical Diagnostic Laboratory Tests | 2015 – 2019 | Federal advisory role on diagnostic reimbursement |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Hofstra University | Assistant Professor of Health Professions | Current | Ongoing academic appointment |
| Triple S Management Corp. | Director | 2017 – 2022 | Prior public company directorship |
| Various private biotechnology companies | Director | Current | Boards of several private biotech firms |
| Various private companies & non-profits | Director | Current | Ongoing board service in private/non-profit sectors |
| Other public company boards | — | None currently | Natera proxy lists none for Marcus |
Board Governance
- Committee assignments: Chair, Nominating, Corporate Governance and Compliance Committee (NCGCC); Member, Audit Committee .
- Independence: Board determined Marcus independent under Nasdaq rules; satisfies enhanced audit independence (Rule 10A-3). Designated audit committee financial expert .
- Attendance and engagement: Board met five times in 2024; NCGCC held four meetings; Audit Committee held four meetings. All directors attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Risk oversight: Audit oversees financial reporting, internal controls, and cybersecurity; NCGCC oversees governance, compliance/regulatory risk, and sustainability. Audit reviews and must approve significant related-party transactions .
Fixed Compensation
| Position | Retainer ($) |
|---|---|
| Board Member | 55,000 |
| Lead Independent Director | 40,000 |
| Audit Committee Chair | 25,000 |
| Human Capital Committee Chair | 20,000 |
| NCGCC Chair | 15,000 |
| Audit Committee Member | 12,500 |
| Human Capital Committee Member | 10,000 |
| NCGCC Member | 7,500 |
| Audit Committee Observer | 7,500 |
| Gail Marcus (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Non-Employee Director Compensation | 82,500 | 365,702 | 448,202 |
- Election of retainers in equity: Marcus did not elect equity in lieu of cash retainers in 2024 (received cash); some peers elected fully-vested RSUs quarterly in lieu of cash .
Performance Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Annual equity award (non-employee directors) – value ($) | 325,000; RSUs; vests in full after 12 months of service | 355,000; RSUs; same vesting; increase approved Jan 2025 |
| Chair/Lead equity retainer – value ($) | 45,000 RSUs; vests 1/4 at grant, remainder in equal quarterly installments over 9 months | 45,000 RSUs; same vesting |
| Change-in-control treatment (director RSUs) | Initial/annual director RSUs fully vest upon change in control | Same |
| Cash retainer change | 55,000 (board member) | Increased to 60,000 (board member) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None listed for Marcus |
| Prior public company boards | Triple S Management Corp. (2017–2022) |
| Compensation committee interlocks (company-wide) | None disclosed for Natera in 2024; HCC members were Chapman, Healy, Rosenman, Williams-Brinkley |
Expertise & Qualifications
- Audit committee financial expert; financially sophisticated under SEC/Nasdaq .
- CERT Certificate in Cybersecurity Oversight (SEI, Carnegie Mellon) .
- Executive/operator experience (CEO of Calloway Laboratories); healthcare consulting leadership; academic program leadership; CMS diagnostic advisory experience .
- Advanced degrees spanning engineering, business, health administration .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 43,326; comprises 6,740 shares directly held and 36,586 shares issuable via options exercisable or RSUs vesting within 60 days of March 15, 2025 |
| Percent of class | <1% |
| RSUs outstanding (12/31/2024) | 3,086 |
| Options outstanding (12/31/2024) | 40,586 |
| Hedging/Pledging | Prohibited by Insider Trading Policy (company-wide) |
| Stock ownership guidelines (non-employee directors) | 3x annual cash retainer (historical); amended in Jan 2025 to 5x annual cash retainer; compliance achieved by all directors in 2024 |
Governance Assessment
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Strengths:
- Independent director with audit financial expertise; chairs governance/compliance—positive for board effectiveness and risk oversight .
- Active committee engagement (Audit and NCGCC each met 4x in 2024) and acceptable attendance levels; annual meeting attendance across board .
- Robust policies: clawback adopted; hedging/pledging prohibited; director stock ownership guidelines increased to strengthen alignment (to 5x retainer) .
- No current public company interlocks; prior public company board experience (Triple S) adds external perspective .
-
Pay and alignment:
- 2024 director pay mix for Marcus: $82,500 cash retainers plus $365,702 equity awards (total $448,202); she chose cash for retainers, not equity substitution—signals preference for clear cash/equity separation .
- Director annual equity increased to $355,000 and cash retainer to $60,000 in 2025, justified by workload/time commitment; watch for pay inflation relative to peers .
-
Conflicts and related-party oversight:
- Company disclosed significant related-party ties with MyOme (involving Executive Chair and others) and formed an independent committee; Audit Committee must approve significant related-party transactions—Marcus participates in oversight as Audit member (mitigant) .
- No Marcus-specific related-party transactions or Section 16(a) delinquencies disclosed for 2024 (late filings noted for others) .
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RED FLAGS:
- Rising director equity grants (to $355k) may indicate compensation inflation risk; continued monitoring versus workload justification and market norms is prudent .
- Company-level related-party exposure (MyOme) requires sustained robust oversight; Audit/independent committee governance structure in place, but execution quality remains key .
-
Shareholder signals:
- 2024 Say-on-Pay support ~94.5%—positive sentiment toward compensation practices; not directly about directors but reflects confidence in governance framework .