Martha J. Demski
About Martha J. Demski
Martha J. Demski, age 72, is an independent Class I director of Alpha Teknova (TKNO), serving since August 31, 2023; she stands for re‑election in 2025 to a term ending in 2028 . She chairs the Audit Committee, serves on the Compensation Committee, and is designated an “Audit Committee financial expert”; the board has determined she is independent under SEC and Nasdaq rules . Her background includes extensive strategic and operational leadership in biotech and finance, with executive experience as a CFO and COO and public company board roles including chair, lead independent director, audit chair, and compensation committee member .
External Roles
| Company | Exchange/Ticker | Role(s) | Notes |
|---|---|---|---|
| Chimerix, Inc. | NASDAQ: CMRX | Director (historical service noted); roles across companies have included chair, lead independent director, audit chair, and compensation committee member | As disclosed by TKNO in nominee biography; specific dates not provided |
| Equillium, Inc. | NASDAQ: EQ | Director (historical service noted) | As disclosed by TKNO; specific dates not provided |
| ADMA Biologics, Inc. | NASDAQ: ADMA | Director (historical service noted) | As disclosed by TKNO; specific dates not provided |
Board Governance
| Item | Detail |
|---|---|
| Board class/tenure | Class I; Director since 2023; current term expires 2025; nominated for term ending 2028 |
| Independence | Independent under SEC/Nasdaq rules |
| Committees | Audit Committee (Chair) and Compensation Committee (Member) |
| Audit expertise | Designated “Audit Committee financial expert” |
| Meeting activity | Board held 9 meetings in FY2024; each director attended at least 75% of board+assigned committee meetings |
| Audit Committee activity | Audit Committee held 5 meetings in FY2024; issued Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10‑K |
| Governance context | TKNO is a Nasdaq “controlled company” (majority-owned by THP) and uses certain exemptions; Compensation Committee is not composed entirely of independent directors; Audit Committee remains fully independent as required |
Fixed Compensation
| Element (Non-Employee Director) | Amount | Basis/Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Paid quarterly in arrears |
| Audit Committee Chair fee (cash) | $20,000 | Additional to board retainer |
| Compensation Committee member fee (cash) | $7,500 | |
| Cash fees earned (2024 actual) | $67,500 | Matches policy (40,000 + 20,000 + 7,500) |
Notes:
- Independent director cash fees are subject to plan-imposed annual limits; non-independent, non-employee directors did not receive retainers in 2024 .
Performance Compensation
| Equity Element | Grant/Status | Value/Units | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant (2024) | Granted to each independent director at 2024 annual meeting | $25,800 grant date fair value; 20,000 RSUs outstanding for Ms. Demski as of 12/31/24 | Vests in full on first anniversary of grant date per policy |
| Initial option grant (on appointment) | Option sized at 0.20% of shares outstanding at grant (per director policy and appointment 8‑K) | Number at grant based on 0.20% policy; 56,683 options outstanding as of 12/31/24 | 1/3 vests on 1st anniversary, remainder monthly over next 24 months (subject to service) |
Additional notes:
- 2024 annual equity program for directors used fixed RSU grants of 20,000 shares (~0.05% of outstanding at that time) .
- No performance-based metrics are disclosed for director equity; awards are time-vested .
Other Directorships & Interlocks
- Public company boards: Service disclosed at Chimerix, Equillium, and ADMA (see External Roles above) .
- TKNO control and committee composition: Telegraph Hill Partners (THP) controls a majority of TKNO’s voting power; TKNO utilizes “controlled company” exemptions. The Compensation Committee includes a non‑independent member (Paul Grossman), while Ms. Demski and Ms. Robertson are independent; the Audit Committee remains fully independent and chaired by Ms. Demski .
- Related-party transactions: Upon appointment, TKNO disclosed no related‑party transactions for Ms. Demski under Item 404(a) of Regulation S‑K .
Expertise & Qualifications
- Audit Committee financial expert; able to read and understand fundamental financial statements .
- Extensive finance and operating experience, including roles as CFO and COO; public company board leadership experience (chair, lead independent director, audit chair, compensation member) .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Shares beneficially owned (4/22/2025) | 33,065 shares; less than 1% of outstanding |
| Shares outstanding basis | 53,440,810 shares outstanding (ownership table basis) |
| Options outstanding (12/31/2024) | 56,683 options |
| RSUs outstanding (12/31/2024) | 20,000 RSUs |
| Hedging/pledging | Company policy prohibits directors from hedging or pledging TKNO securities |
Governance Assessment
Strengths
- Independent director with deep finance expertise; chairs a fully independent Audit Committee and is designated an “Audit Committee financial expert” .
- Demonstrated engagement: board met 9 times in 2024 and each director attended at least 75% of applicable meetings; Audit Committee met 5 times and issued its report recommending inclusion of audited financials .
- Director equity structure mixes cash and equity; 2024 RSUs vest after one year, aligning with shareholder interests without excessive guarantees .
- No related‑party transactions disclosed for Ms. Demski at appointment; indemnity agreement in standard form was executed .
Risks/Watch Items
- Controlled company structure with only three independent directors (Demski, Robertson, Vos) out of eight, and use of Nasdaq “controlled company” exemptions limits independent oversight breadth .
- Compensation Committee includes a non‑independent member (Paul Grossman), which can raise perceived conflicts despite Ms. Demski’s independent presence on the committee .
- Director equity awards are time‑based (not performance‑based), which may be viewed as less stringent from a pay‑for‑performance perspective; however, this is typical for non‑employee directors .