Magda Marquet
About Magda Marquet
Magda Marquet, PhD (age 66) is an independent director at TransCode Therapeutics (RNAZ) since 2021, currently chairing the Compensation Committee and serving on the Audit and Nominating & Corporate Governance Committees. She holds a PhD in Biochemical Engineering from INSA/University of Toulouse and brings executive experience as co-founder/co-CEO of ALMA Life Sciences and Althea Technologies, with prior roles at Vical and Amylin Pharmaceuticals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ALMA Life Sciences LLC | Co-founder and Co-CEO | Since 2013 | Early-stage healthcare investing; portfolio oversight |
| Althea Technologies | Co-President & Co-CEO; later Chairman | 1998–2009; Chairman 2009–2019 | Built CDMO capabilities; leadership through growth and sale periods |
| Vical; Amylin Pharmaceuticals | Product/Pharm Dev roles | Not disclosed | Drug development experience |
External Roles
| Company | Listing | Role | Status/Notes |
|---|---|---|---|
| Arcturus Therapeutics | Nasdaq: ARCT | Director | Current |
| AnaptysBio | Nasdaq: ANAB | Director | Current ; Form 4 filed 06/17/2025 |
| Immix BioPharma | Nasdaq: IMMIX | Director | Current ; related SEC filing signature 06/23/2025 shows attorney-in-fact for Marquet |
Board Governance
- Independence: The Board determined Marquet is independent under Nasdaq and SEC rules .
- Attendance: 100% attendance in 2024 across Board and committee meetings; Board met 7 times .
- Board leadership: Chair is Philippe Calais; CEO role separated from Chair .
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Calais; Manting; Marquet | Calais | 6 |
| Compensation | Marquet; Manting; Calais | Marquet | 2 |
| Nominating & Corporate Governance | Manting; Marquet | Manting | 0 |
Policies and controls:
- Clawback: Compensation Recovery Policy effective Oct 2, 2023 (restatement-triggered recovery; 3-year look-back) .
- Insider trading: Policy prohibits derivative transactions; addresses pledging/margin risks .
- Related party transactions: None above $120,000 since Jan 1, 2022; audit committee pre-approval required .
Fixed Compensation
| Item (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $62,500 | Matches policy: Board $40,000 + Compensation Chair $10,000 + Audit member $7,500 + Nominating member $5,000 |
| Committee Chair/Member Retainers | See policy | Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $5,000; Nominating Chair $8,000; Nominating member $5,000 |
Performance Compensation
| Component | 2024 Grant/Value | Vesting | Notes |
|---|---|---|---|
| Option Awards (grant-date fair value) | $35 | Per policy (time-based) | Director equity is options; Initial and annual option grants with standard vesting schedules (initial over 3 years; annual over ~1 year) |
| Performance metrics tied to director pay | Not disclosed | N/A | Director option grants are time-based; plan permits performance goals but director awards disclosed are time-based |
| Annual director equity policy | Initial and annual non-qualified stock options | Initial: 3-year pro rata; Annual: 1-year or next AGM | Share counts specified in policy; subject to reverse split adjustments and Amended Plan limits |
| Director compensation cap under Amended Plan | $500,000/year; $1,000,000 for initial year | N/A | Aggregate cash + equity cap per director per year |
Other Directorships & Interlocks
| External Board | Overlap/Interlock Risk | Notes |
|---|---|---|
| Arcturus (ARCT) | Moderate industry adjacency (RNA therapeutics) | Could offer network benefits; no related-party transactions disclosed at RNAZ |
| AnaptysBio (ANAB) | Immunology focus | No RNAZ related-party transactions disclosed |
| Immix BioPharma (IMMIX) | Oncology focus | No RNAZ related-party transactions disclosed |
Expertise & Qualifications
- PhD in Biochemical Engineering; seasoned biotech operator and investor .
- Committee leadership experience (Compensation Chair), financial oversight via Audit membership .
- Prior CDMO and product development leadership (Althea, Vical, Amylin) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 68 (options exercisable within 60 days) | No common shares listed for Marquet in table; % ownership 0.000% |
| Ownership % of Outstanding | 0.000% | Based on 833,683 shares outstanding |
| Options Outstanding (Dec 31, 2024) | 81 | As of year-end 2024; directors held 81 options each |
| Vested vs Unvested (as of Ownership Date) | 68 vested; ~13 unvested | Derived from 68 exercisable within 60 days and 81 total options |
| Hedging/Pledging | Hedging (derivatives) prohibited; pledging risks addressed | Insider trading policy prohibits derivative transactions; discusses pledge/margin risks |
Insider trades (recent examples):
| Date | Issuer | Form | Summary |
|---|---|---|---|
| 06/23/2025 | TransCode Therapeutics (RNAZ) | Form 4 | Filing shows relationship “Director”; filed via attorney-in-fact signature (Ilya Rachman) |
| 06/17/2025 | AnaptysBio (ANAB) | Form 4 | Statement of changes in beneficial ownership (Marquet) |
| 12/19/2022 | Arcturus (ARCT) | Form 4 | Statement of changes in beneficial ownership (Marquet) |
Governance Assessment
Key takeaways for investor confidence:
- Strong governance roles: Independent director; Compensation Committee Chair; Audit and Nominating member; 100% attendance in 2024 — positive signal for engagement and oversight .
- Pay structure: Transparent, modest cash retainers with small annual equity grants; Amended Plan caps director comp, reducing pay inflation risk .
- Alignment: Very small beneficial ownership (0.000%), with limited option exposure; alignment is primarily via annual option grants rather than meaningful share ownership .
- Controls: Active clawback policy; strict insider trading rules (hedging banned); audit committee financial expertise on Board (Calais), and committee coverage reduces risk .
RED FLAGS and watch items:
- Very low personal equity stake may be perceived as weak “skin-in-the-game” for alignment at RNAZ (0.000%) .
- Multiple external boards (ARCT, ANAB, IMMIX) increase time commitments; monitor continued 100% attendance and any emerging related-party transactions; currently none disclosed .
- Equity plan allows repricing or reduction of option exercise prices without stockholder consent — compensation committee is authorized to reprice/cancel/regrant; monitor for any director award modifications (shareholder-unfriendly if used) .
Overall, Marquet’s independent status, committee leadership, and perfect attendance support board effectiveness; however, limited personal ownership and multiple external board seats warrant ongoing monitoring for alignment and potential conflicts.
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