John Markels
SANGAMO THERAPEUTICSAbout John H. Markels
John H. Markels, Ph.D. (age 59) has served as an independent director of Sangamo Therapeutics since February 2020. He brings 35+ years of biopharma leadership, including President, Global Vaccines at Merck (2019–Mar 2022), earlier commercial leadership (President, Latin America; SVP, Global Human Health Business Strategy; Managing Director, Mexico), and prior global manufacturing leadership across EMEA, APAC and emerging markets. He holds a Ph.D. in Chemical Engineering (UC Berkeley) and a B.S. in Chemical Engineering (University of Delaware). He currently serves on the board of Arcturus Therapeutics and chairs UC Berkeley’s College of Chemistry Advisory Board. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | President, Global Vaccines | Jan 2019–Mar 2022 | Led discovery/development, supply/access, global marketing and long-term strategy for vaccines portfolio |
| Merck & Co., Inc. | President, Latin America | Jan 2018–Jan 2019 | Regional commercial leadership |
| Merck & Co., Inc. | SVP, Global Human Health Business Strategy | Jan 2017–Dec 2017 | Enterprise portfolio and commercialization strategy leadership |
| Merck & Co., Inc. | Managing Director, Mexico | Nov 2013–Jan 2017 | Country P&L leadership |
| Merck & Co., Inc. | Senior manufacturing leadership (APIs, vaccines; EMEA/APAC/emerging markets) | Prior years (dates not specified) | Led Merck manufacturing strategy, portfolio strategy, small molecule commercialization strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcturus Therapeutics Holdings Inc. | Director | Current | Public medicines and vaccines company |
| Early‑phase vaccine startup (venture‑backed) | Director; formerly CEO | Current (director) | Company name not disclosed |
| UC Berkeley – College of Chemistry | Advisory Board Chair | Current | Academic governance/industry linkage |
| Univ. of Delaware – Chem & Biomolecular Eng. | Advisory Board Member | Current | Academic advisory role |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member (not a chair). Audit Committee met 4x in 2024; Nominating & Corporate Governance met 4x in 2024. Board met 24x in 2024.
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules.
- Attendance: Each director attended 75%+ of Board and committee meetings on which they served in 2024; eight of nine directors attended the 2024 annual meeting.
- Audit Committee Report signatories: Robert F. Carey (Chair), John H. Markels, and James R. Meyers.
- Executive sessions: Independent directors hold regular executive sessions without management.
Fixed Compensation
| 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $68,750 |
| Option Awards (grant-date fair value) | $19,885 |
| Stock Awards (grant-date fair value) | $14,190 |
| Total | $102,825 |
Director cash retainer and committee fee schedule (structural):
- Annual board retainer: $40,000; Audit member: $10,000; Nominating & Corporate Governance member: $5,000; additional chair retainers (if applicable): Board Chair $35,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; per‑meeting fees above 10 meetings were waived in 2024.
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Exercise Price | Vesting | Grant‑Date Value |
|---|---|---|---|---|---|
| Annual Nonstatutory Stock Option | Jun 4, 2024 | 50,000 | $0.57 | 12 equal monthly installments over 1 year | $19,885 |
| Annual RSU | Jun 4, 2024 | 25,000 | n/a | Fully vests on 1st anniversary or day prior to next annual meeting | $14,190 |
Additional plan terms and signals:
- Annual director award cap: Awards sized at 50,000 options + 25,000 RSUs commencing 2024, subject to $225,000 annual aggregate limit; initial director awards sized 75,000 options + 37,500 RSUs subject to $350,000 cap.
- Change of control/death/disability: Director options/RSUs vest in full upon change in control/hostile takeover, death or disability (subject to continuous service through the event).
- 2024 increase in director grant sizes: prior annual awards were 27,750 options + 13,900 RSUs; increased in March 2024 (effective with June 4, 2024 meeting) following peer review by Aon; still below 50th percentile of market per committee.
- Clawback: Awards are subject to recoupment under the company’s clawback policy and applicable laws.
Other Directorships & Interlocks
| Company | Relationship to SGMO | Role/Committee | Potential Interlocks |
|---|---|---|---|
| Arcturus Therapeutics Holdings Inc. | Unrelated disclosed party | Director | None disclosed with SGMO stakeholders in proxy |
| Early‑phase vaccine startup | Unrelated disclosed party | Director (and prior CEO) | None disclosed in proxy |
Expertise & Qualifications
- Deep vaccine, commercial, and global operations leadership from Merck; led enterprise strategies across manufacturing and portfolio.
- Technical credentials: Ph.D. Chemical Engineering (UC Berkeley); B.S. Chemical Engineering (Univ. of Delaware).
- Governance/academic leadership roles: UC Berkeley College of Chemistry Advisory Board (Chair); University of Delaware advisory board member.
Equity Ownership
| Ownership Detail (as of Apr 17, 2025) | Quantity | Notes |
|---|---|---|
| Total beneficial ownership | 220,534 shares | “Less than 1%” of 229,192,802 outstanding shares |
| Options exercisable within 60 days | 149,150 shares | Included in beneficial count |
| RSUs vesting within 60 days | 25,000 shares | Included in beneficial count |
| Shares outstanding (basis for % calc) | 229,192,802 | Record date shares outstanding |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | No pledging permitted; no hedging/monetization transactions allowed |
Note: Proxy statement does not specify director stock ownership guidelines or compliance status; only beneficial ownership and anti‑hedging/pledging policy are disclosed.
Say‑on‑Pay & Shareholder Voting Signals
| Item (Annual Meeting – Jun 12, 2025) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Director – John H. Markels | 35,073,968 | 20,222,255 | 1,959,792 | 82,191,793 |
| Say‑on‑Pay (Advisory) | 32,804,256 | 23,176,425 | 1,275,334 | 82,191,793 |
| 2018 Plan Amendment & Restatement | 32,399,878 | 24,199,905 | 656,232 | 82,191,793 |
Related‑Party Transactions and Conflicts
- The Audit Committee is responsible for reviewing/approving related‑party transactions; the proxy outlines the policy but does not identify any related‑party transactions involving Dr. Markels in the provided sections.
Governance Assessment
Strengths and alignment
- Independent director with cross‑functional domain expertise (vaccines, global operations, strategy) and service on two core oversight committees (Audit; Nominating & Corporate Governance). Audit report signatory indicates active engagement.
- Attendance above required threshold; Board independence robust (8 of 9 independent). Anti‑hedging/pledging and clawback provisions support alignment.
- Ownership includes exercisable options and near‑term RSUs; while stake is <1%, structure aligns with equity‑based at‑risk pay typical of small/mid‑cap biotech.
Watch‑items / potential red flags
- 2024 director award sizes increased materially (though still subject to dollar caps and below median per consultant), and 2025 share pool expansion was approved; investors often monitor dilution and board equity intensity.
- Director election received notable “Against” votes (20.2M), though a clear majority supported re‑election; continued investor outreach advisable.
Policy references
- Related‑party transaction oversight by Audit Committee; no specific Markels‑related transactions identified in provided materials.
- Executive sessions of independent directors held regularly, supporting independent oversight.