Mardi Dier
About Mardi C. Dier
Independent director at ORIC Pharmaceuticals since 2020; age 61 as of March 31, 2025. Currently CFO of Madrigal Pharmaceuticals (since Feb 2024), with prior senior finance roles at ACELYRIN, Ultragenyx, Portola, and Chiron, and early-career experience in investment banking at Prudential Securities (biology B.S., Stanford; MBA, UCLA Anderson). Recognized audit committee financial expert; serves as Audit Committee Chair at ORIC and is on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madrigal Pharmaceuticals | Chief Financial Officer | Feb 2024–present | Public company CFO; finance and accounting leadership |
| ACELYRIN | CFO & Chief Business Officer | Nov 2022–Aug 2023 | Finance and BD integration |
| Ultragenyx | EVP & CFO | Oct 2020–Nov 2022 | Public company finance oversight |
| Portola Pharmaceuticals | EVP & CFO; CBO; SVP & CFO | 2006–2020 | Led financings; transition to commercial org |
| Chiron Corporation | VP, Investor Relations | 2003–2006 | Capital markets/IR |
| Prudential Securities | Director, Investment Banking | 1994–2001 | Equity underwriting/M&A for biotech |
| KPMG Peat Marwick | Supervising Senior Accountant (audit) | 1986–1990 | Audit foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prelude Therapeutics (PRLD) | Director; Audit Committee Chair; Compensation Committee member | Aug 2020–present | Leads audit oversight; comp oversight |
| Synthekine | Director | May 2021–present | Board service |
| Healthcare Royalty Partners | Director | Dec 2022–present | Board service |
| Adamas Pharmaceuticals | Former Director & Audit Committee member | Oct 2017–May 2021 | Audit oversight |
Board Governance
- Independence: Board affirmatively determined Dier is independent under Nasdaq rules; also independent for audit and nominating committee service .
- Committee assignments: Audit Committee Chair; member, Nominating & Corporate Governance Committee .
- Audit expertise: Designated audit committee financial expert; financial sophistication per Nasdaq .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024 (no individual shortfalls disclosed) .
- Executive sessions: Board regularly holds independent director sessions without management .
- Risk oversight: Audit committee reviews major financial risk, cybersecurity/data security, compliance, related-party transactions; prepares audit report .
Fixed Compensation
| Cash Fees (Policy) | Amount ($) | Notes |
|---|---|---|
| Board member annual retainer | 40,000 | Approved 2024/2025 policy |
| Audit Committee Chair | 15,000 | Annual |
| Nominating & Corporate Governance Committee member | 5,000 | Annual |
| Actual 2024 Director Compensation (Dier) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 60,000 |
| Option awards (grant-date fair value) | 146,150 |
| Total | 206,150 |
Director compensation cap: max $500,000 per year (or $750,000 in the year joining the board); equity values measured at grant-date fair value .
Performance Compensation
| Equity Awards (Policy) | Shares | Vesting | Terms |
|---|---|---|---|
| Initial Option Award (from Dec 12, 2024 policy) | 70,000 | 1/36 monthly from start of service | 10-year term; exercise price = FMV at grant; full acceleration upon change in control |
| Annual Option Award (from Jan 2025 cycle) | 35,000 | 1/12 monthly from grant date | First annual award prorated if joined mid-cycle; full acceleration upon change in control |
| Recent Equity Grant (Form 4) | Date | Type | Shares | Price | Post-transaction holdings |
|---|---|---|---|---|---|
| ORIC Stock Option | Jan 2, 2025 (filed Jan 6, 2025) | Award (A) | 35,000 | $8.26 | 35,000 |
No performance (TSR/operational) metrics are tied to director equity; awards are time-based options per policy .
Other Directorships & Interlocks
| Company | Sector relationship to ORIC | Potential interlock/conflict |
|---|---|---|
| Madrigal Pharmaceuticals (CFO) | Metabolic/liver disease; no disclosed commercial ties to ORIC | Board determined independence; no related-party transactions disclosed involving Dier |
| Prelude Therapeutics (Audit Chair) | Oncology; separate issuer | No ORIC-related transactions disclosed; governance roles noted |
| Synthekine; Healthcare Royalty Partners | Biotech; healthcare investment | No ORIC-related transactions disclosed |
Expertise & Qualifications
- Financial stewardship: Long-tenured public company CFO; deep accounting and capital markets experience; audit committee financial expert .
- Biopharma industry breadth: Senior roles across multiple biotech companies; investor relations and business development experience .
- Governance depth: Chairs ORIC Audit Committee; serves on ORIC Nominating & Corporate Governance; chairs Prelude Audit Committee .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership | 134,818 shares via vested options; less than 1% of outstanding shares |
| Vested vs unvested | 134,818 options vested/exercisable within 60 days; excludes 49,857 options not exercisable within 60 days (unvested/not yet exercisable) |
| Pledging/Hedging | Prohibited by company policy (short sales, options, hedging instruments, pledging, margin accounts) |
| Ownership guidelines | Not disclosed for directors in proxy materials |
Governance Assessment
- Strengths: Independent director; audit committee leadership with financial expert designation; robust audit/risk oversight; hedging/pledging prohibitions; no related-party transactions involving Dier disclosed .
- Compensation alignment: Director pay is primarily equity via options; 2025 policy increased initial/annual option awards to align with peers and retain non-employee directors; cash mix modest (60k in 2024) .
- Investor confidence signal: Strong auditor ratification (58.25M For; minimal Against/Abstain) at 2025 annual meeting under audit committee oversight (Dier as chair) .
- Watch items: Single-trigger full acceleration for director equity upon change in control may draw shareholder scrutiny; continued monitoring of outside CFO role for any evolving conflicts, though independence affirmed and RPT policy requires audit pre-approval .
Appendix: Board & Meeting Context
- Board structure: 6 directors; majority independent; chair/CEO roles separated .
- 2024 meetings: Board met 4 times; audit 4; compensation 5; nominating & governance 3 .
- 2025 director elections (not Dier’s class): Hoerter and You re-elected; auditor ratification passed; quorum 82.02% .