Laurence Marton
About Laurence J. Marton, M.D.
Independent director of RenovoRx since 2012; age 81 as of the 2025 proxy. Background spans academic leadership and oncology-focused advisory work: former Dean of the University of Wisconsin Medical School and Chair of Laboratory Medicine at UCSF; M.D. from Albert Einstein College of Medicine. The Board affirms his independence under Nasdaq rules. Committee assignments: Audit Committee and Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Wisconsin Medical School | Dean | Not disclosed | Academic leadership in medical education and research |
| UCSF (Departments of Laboratory Medicine and Neurological Surgery) | Chair, Laboratory Medicine; Professor | Not disclosed | Clinical and research governance; translational science |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| American Association for Cancer Research Foundation | Board of Trustees, Emeritus | Non-profit | Oncology philanthropy and research advocacy |
| Cancer Commons | Board member | Non-profit | Precision oncology patient decision support |
| Cellsonics | Director | For-profit | Life sciences; board-level oversight |
| Matternet | Director | For-profit | Technology/health logistics; board oversight |
| Microsonic Systems | Director | For-profit | Life sciences tools; board oversight |
| Nanotics | Director | For-profit | Biotech; board oversight |
| Omniox | Director | For-profit | Biotech; board oversight |
| xCures | Director | For-profit | Real‑world oncology evidence; board oversight |
| Assurance Health Data | Advisor | For-profit | Health data advisory |
| Precision Medicine World Conference | Advisor | Non-profit/industry | Precision medicine advisory |
Board Governance
- Independence: The Board determined Dr. Marton is independent under Nasdaq Marketplace Rules.
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member). Chairs are Una S. Ryan (Audit and Nominating).
- Attendance: In FY2024, the Board met 6 times; each director attended at least 75% of Board and relevant committee meetings. Audit Committee met 4 times; Nominating & Corporate Governance met 4 times.
- Executive sessions: Independent directors hold executive sessions after regular Board meetings.
- Risk oversight: Audit oversees financial reporting and related-party transactions; Compensation oversees compensation risk; Nominating oversees board independence and conflicts.
Fixed Compensation
| Component | Amount/Description | FY/Date | Notes |
|---|---|---|---|
| Annual cash retainer | $36,000 | Policy | Standard non‑employee director retainer |
| Committee chair fees | $15,000 (Audit); $10,000 (Compensation); $10,000 (Nominating) | Policy | Paid to chairs (Dr. Marton is not a chair) |
| Committee member fees | $5,000 per committee; Audit Committee members received $7,500 in FY2024 | Policy/FY2024 | Member-level fees; FY2024 Audit members at $7,500 each |
| FY2024 cash fees (Marton) | $52,500 | 2024 | Reported in Director Compensation table |
Performance Compensation
| Grant/Transaction | Instrument | Shares/Units | Exercise Price | Vesting | Expiration | Source |
|---|---|---|---|---|---|---|
| 2024-10-01 Annual Award | Stock options | 25,099 | Not disclosed in table | 1/12 monthly from 2024-11-01 | 2034-10-01 | |
| 2025-10-01 Annual Award | Stock options | 47,640 | $1.34 | 12 equal monthly installments starting 2025-11-01 | 2035-10-01 | |
| Change-in-control provision | Full vesting of outstanding equity for non‑employee directors at change-in-control (if serving through closing) | N/A | N/A | N/A | N/A |
Notes:
- Outside Director Compensation Policy caps aggregate annual director cash+equity at $250,000 (up to $300,000 in the year a director joins).
- No performance metrics attach to director equity awards; vesting is time‑based.
Other Directorships & Interlocks
- Current boards: Cellsonics; Matternet; Microsonic Systems; Nanotics; Omniox; xCures. Public company status not specified in RNXT proxy.
- Non‑profit boards: AACR Foundation (Emeritus); Cancer Commons.
- No RNXT‑disclosed interlocks with RNXT customers/suppliers; Audit Committee monitors related‑party transactions per policy.
Expertise & Qualifications
- Oncology and translational science: Deep experience in cancer research and treatment; strategic advisory across life sciences.
- Academic leadership: Medical school dean; departmental chair; professorial roles supporting clinical governance rigor.
- Board qualifications: Serves on Audit and Nominating committees; brings operational, scientific, and governance insight.
- Education: M.D., Albert Einstein College of Medicine.
Equity Ownership
| Holder | Common Shares | Options/Warrants Exercisable within 60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Laurence J. Marton, M.D. | 53,880 | 135,146 | 189,026 | Less than 1% |
Insider Trades (Engagement and Alignment Signals)
| Date | Type | Shares | Price | Post-transaction holdings (disclosed) | Source |
|---|---|---|---|---|---|
| 2025-10-01 | Option grant | 47,640 | $1.34 | N/A | |
| 2025-04-08 | Open market purchase | 12,050 | $0.848 | 45,684 common (as reported) |
Governance Assessment
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Strengths:
- Independence and multi‑committee service (Audit; Nominating) enhance board oversight over financial reporting, related‑party transactions, and director independence.
- Attendance met or exceeded the 75% threshold; Board and key committees were active in FY2024 (Board: 6; Audit: 4; Nominating: 4).
- Insider trading and hedging policy in place; employee, officer, and director hedging prohibited.
- Director compensation comprises modest cash retainer and time‑vested options, supporting alignment without short‑term metrics.
-
Watch items / RED FLAGS:
- Single‑trigger change‑in‑control acceleration for non‑employee director equity (full vesting upon change‑in‑control if serving through closing) can be shareholder‑unfriendly and reduce retention leverage post‑CIC.
- 2025 proposal increased equity plan “evergreen” from 3% to 5% of shares outstanding annually, heightening potential dilution; while not director‑specific, it affects overall equity compensation governance.
- Multiple external board roles raise time‑commitment considerations; RNXT’s guidelines require sufficient time devotion, but compliance is monitored via committee evaluations.
-
Related‑party transactions:
- Audit Committee reviews and approves related‑party transactions under a written policy; the proxy describes the policy and committee oversight. Specific transactions involving Dr. Marton are not disclosed in the provided sections.
-
Director compensation structure:
- FY2024 cash fees of $52,500 and option grant fair value of $24,281 (total $76,781) reflect modest pay levels for a small‑cap biotech. Options vest monthly over 12 months, with annual awards timed to October 1.
Overall, Dr. Marton’s independence, scientific depth, and committee service support board effectiveness. Equity awards are time‑based and modest, with insider purchases signaling alignment; however, CIC vesting terms and equity plan evergreen expansion warrant monitoring for dilution and pay governance.