Kirsten Macfarlane
About Kirsten Angela Macfarlane
Independent director at RenovoRx (RNXT) since September 2018; age 60. She is CEO of Perceive Biotherapeutics and co‑founder/managing partner of ForSight Labs, with 25 issued U.S. patents. Education: BA, San Francisco State University; JD, Golden Gate University School of Law. Core credentials: company builder with successful drug/device exits (Roche, Allergan), deep ophthalmology and medtech commercialization experience; serves as Chair of RNXT’s Compensation Committee and member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Foundry, LLC | Chief Technology Counsel | 1999–2004 | Built/formed nine companies with Thomas J. Fogarty, M.D. |
| TransVascular, AneuRx, VidaMed | Senior management and counsel | Prior to 2004 | Transactions leading to Medtronic acquisitions and IPO experience |
| ForSight VISION4 | Founding CEO | Until acquisition by Roche | FDA‑approved SUSVIMO; successful exit |
| ForSight VISION5 | Founding CEO | Until acquisition by Allergan plc | Successful exit |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Perceive Biotherapeutics, Inc. | CEO; Director | Private biotech focused on vision loss |
| ForSight Labs, LLC | Founder; Managing Partner | Ophthalmic incubator; started eight companies |
| ForSight VISION6, Inc. | Director | Private |
| Recognify Life Sciences, Inc. | Director | Private |
| Spiral Therapeutics, Inc. | Director | Private |
| Fogarty Innovation (non‑profit) | Board member; mentor | Ferolyn Powell Leadership Program mentor |
Board Governance
- Independence: Board determined Ms. Macfarlane is independent under Nasdaq rules .
- Committee assignments (current): Chair – Compensation; Member – Nominating & Corporate Governance; not on Audit .
- Attendance: In FY2024 the Board met 6 times; each director attended at least 75% of Board and assigned committee meetings (meets Nasdaq/SEC expectations) .
- Board leadership: Chair of the Board is RNXT’s CMO (not independent); the prior Lead Independent Director passed away in 2023 and the Board does not currently have a Lead Independent Director (governance consideration) .
- Executive sessions: Independent directors hold executive sessions, typically after each regularly scheduled Board meeting .
- Legal proceedings: No director/officer legal proceedings reported in past 10 years .
Fixed Compensation
| Component | 2023 (FY) | 2024 (FY) |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $51,000 | $55,000 |
Director cash fee policy (for context):
- Annual cash retainer: $36,000 .
- Committee chair fees: Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $10,000 .
- Committee member fee: $5,000 per committee; Audit members received $7,500 in 2024 .
- Outside director total annual limit: $250,000 ($300,000 in first year on Board) .
Performance Compensation
| Equity Award | Grant Date | Shares/Options | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual non‑employee director option | Oct 1, 2023 | 25,099 options | $30,995 | Monthly over 12 months starting Nov 1, 2023 |
| Annual non‑employee director option | Oct 1, 2024 | 25,099 options | $24,281 | Monthly over 12 months starting Nov 1, 2024 |
- Policy baseline: automatic annual options targeting $70,000 grant date fair value; cap of 25,099 shares for grants through Sept 30, 2024; initial director grants target $120,000, capped at 43,026 shares in the same window .
- Change-in-control: Director equity vests fully at change of control if the director remains through the date .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No RNXT executive served on the board/compensation committee of another entity with reciprocal service by that entity’s executives (reduces interlock risk) .
- No family relationships among directors/officers reported .
Expertise & Qualifications
- Company creation and exits in drug/device combinations (ophthalmology), extensive IP portfolio (25 U.S. patents), legal training (JD) supporting governance/compensation oversight .
- Chairs Compensation Committee; experience aligns with incentive design and equity plan oversight .
Equity Ownership
| Metric | Apr 29, 2024 | Apr 25, 2025 |
|---|---|---|
| Common shares owned | 40,983 | 81,966 |
| Warrants (exercisable within 60 days) | 40,983 | 40,983 |
| Stock options (exercisable within 60 days) | 89,567 | 114,666 |
| Total beneficial ownership (shares) | 171,533 | 196,632 |
| Ownership % of outstanding | <1% | <1% |
- Pledging/hedging: RNXT prohibits director/officer hedging and speculative transactions under its Insider Trading Policy (no pledging permission disclosed) .
- Ownership guidelines: Not disclosed.
Shareholder Voting Signal (2025 Annual Meeting)
| Item | Votes For | Withheld/Against | Broker Non‑Vote |
|---|---|---|---|
| Elect Kirsten A. Macfarlane (Director) | 13,044,334 | 87,925 | 6,954,259 |
| Increase 2021 Plan shares (+913,794) & evergreen to 5% | 9,056,181 | 4,037,698 | 6,954,260 (Abst: 38,379) |
| Ratify auditor (Frank, Rimerman + Co. LLP) | 19,131,750 | 949,070 | 0 (Abst: 5,698) |
Macfarlane received strong support relative to other independent nominees, with low withhold votes (≈0.67% of votes cast on her item) .
Related‑Party & Conflict Review
- Policy: Board‑adopted related person transaction policy; Audit Committee reviews transactions > lesser of $120,000 or 1% of average total assets; hedging is prohibited .
- Disclosures: No related person transactions involving Ms. Macfarlane were disclosed beyond equity/compensation arrangements; no family relationships .
Compensation Structure Analysis (Director)
- Mix shift YoY: Cash increased ($51k → $55k) while option grant fair value decreased ($30,995 → $24,281), modestly lowering equity intensity in 2024 .
- Equity plan stewardship: As Compensation Chair during 2025, the Board proposed and stockholders approved raising the plan evergreen from 3% to 5% and adding 913,794 shares (+2.5% of outstanding), increasing potential dilution; investors approved with ~69.2% of votes cast for the plan item .
Governance Assessment
- Strengths:
- Independent director with deep operating, IP, and commercialization experience relevant to RNXT’s drug/device focus .
- Chairs Compensation Committee; no interlocks; hedging prohibited; executive sessions of independents support oversight .
- Solid shareholder support for her re‑election in 2025 .
- Watch items / potential red flags:
- Board Chair is not independent and there is currently no Lead Independent Director, which can weaken independent oversight; however, RNXT holds executive sessions of independents .
- Equity plan evergreen increased to 5% (from 3%), raising dilution capacity; approved by stockholders, but signals greater reliance on equity compensation in a small‑cap context .
- Attendance is disclosed as “≥75%” (meets minimum standard but not quantified; investors may prefer explicit 100% disclosure) .
Overall: Macfarlane appears to be a high‑value independent with relevant domain and compensation governance expertise. Primary governance risk is the absence of a Lead Independent Director alongside a non‑independent Chair; Compensation Committee should balance equity incentives with dilution management given the evergreen increase .
Appendix: Director Compensation Policy (Reference)
| Policy Element | Amount |
|---|---|
| Annual cash retainer | $36,000 |
| Audit Chair fee | $15,000 |
| Compensation Chair fee | $10,000 |
| Nominating Chair fee | $10,000 |
| Committee member fee | $5,000 per committee (Audit members $7,500 in 2024) |
| Annual option grant target value | $70,000; cap 25,099 shares through 9/30/24 |
| Initial option grant target value | $120,000; cap 43,026 shares through 9/30/24 |
| CIC treatment (directors) | Full vesting at change‑in‑control |