Marina Bozilenko
About Marina Bozilenko
Marina Bozilenko, age 60, has served as an independent director of Talphera (TLPH) since March 2021. She holds a B.A. in Molecular Biology & Biochemistry and an M.A. in Economic History from the University of Chicago, and brings deep finance and life sciences advisory experience; she is designated an “audit committee financial expert” by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William Blair & Company, L.L.C. | Strategic Advisor; previously Managing Director/Partner and Head of Biotechnology & Pharma | Strategic Advisor Feb 2021–Dec 2023; MD/Partner Jan 2010–Feb 2021 | Led biotech/pharma investment banking |
| Kidd & Company, LLC | Principal | Aug 2008–Jan 2010 | Investment roles |
| Bear, Stearns & Co. Inc. | Senior Managing Director | Apr 2003–Jan 2008 | Investment banking leadership |
| Banc of America Securities, LLC | Managing Director | Mar 2000–Apr 2003 | Investment banking |
| Prudential Vector Health Care Group | Managing Director & Head of West Coast Healthcare Investment Banking | Jul 1999–Mar 2000 | West Coast leadership |
| Vector Securities International, Inc. | Multiple roles incl. Managing Director & Head of West Coast | Mar 1988–Jul 1999 | Progressively senior roles |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Ascentage Pharma Group International | Director | Since Nov 2024 | Public biopharma |
| SynAct Pharma AB (Spotlight Stock Market) | Director | Since Apr 2021 | Public biotech |
| Biothea Pharma, Inc. | President, CEO, Director | Since Jun 2021 | Private biotech |
| Olema Pharmaceuticals, Inc. | Director | 2010–2020 | Public biopharma (prior) |
Board Governance
- Independence: Board determined she is independent under Nasdaq rules; majority of the board is independent .
- Committee assignments (current, as of Aug 29, 2025):
- Audit Committee member; the board designated her an “audit committee financial expert” .
- Finance and Strategic Transactions (FAST) Committee Chair .
- Attendance and engagement:
- In 2024, the board met 7 times; each director (other than one who resigned) attended ≥75% of board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $50,934 | Standard annual and committee retainers per policy; cash fees suspended for 12 months effective Oct 1, 2024 |
- Director cash fee schedule (2024 policy): Board member $40,000; Audit Chair $20,000; FAST Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Audit member $10,000; FAST member $10,000; Compensation member $7,500; Nominating member $5,000; quarterly accrual; reimbursement of expenses .
- Cash suspension: Payment of all cash fees to non-employee directors suspended for 12 months from Oct 1, 2024 .
Performance Compensation
| Year | RSU Grant Value (USD) | Option Grant Value (USD) | Grant Mechanics |
|---|---|---|---|
| 2024 | $1,924 | $9,425 | Annual grants at 2024 meeting: 2,174 RSUs and options for 13,044 shares (exercise price $0.885), both vest fully at 1-year |
- 2025 equity-only program (to offset cash suspension): Each non-employee director to receive an annual grant of 4,267 RSUs and options for 25,600 shares, vesting fully on the 1-year anniversary; 80% options / 20% RSUs mix .
- Change-of-control protection: Director options and RSUs accelerate fully immediately prior to certain change-of-control events .
- Clawback: Awards under the Amended 2020 Plan are subject to the company’s Nov 2023 clawback policy for incentive-based compensation (restatement-triggered recovery) .
Performance Metrics Table
No director-specific performance metrics disclosed for equity vesting; annual RSUs and options vest time-based at one year .
Other Directorships & Interlocks
| External Company | Potential Interlock Type | Notes |
|---|---|---|
| Ascentage Pharma Group International | Industry overlap (biopharma) | Current public board |
| SynAct Pharma AB | Industry overlap (biotech) | Current public board |
| Olema Pharmaceuticals, Inc. | Industry overlap (biopharma) | Prior public board |
- Related-party transactions: The proxy’s related person transactions section lists financings with Nantahala and Rosalind; no transactions involving Ms. Bozilenko are disclosed .
Expertise & Qualifications
- Audit committee financial expert designation; experience analyzing and evaluating financial statements .
- Senior investment banking leadership across multiple firms (William Blair, Bear Stearns, BofA, Prudential/Vector), with biotech/pharma focus .
- Advanced scientific and economic training (UChicago BA in Molecular Biology & Biochemistry; MA in Economic History) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Marina Bozilenko | 25,361 | <1% | Includes 20,581 options exercisable within 60 days of Aug 29, 2025 |
- Company-wide insider trading policy prohibits hedging and pledging of company stock by directors, officers, and employees .
Insider Trades
| Date | Security | Quantity | Price | Vesting | Source |
|---|---|---|---|---|---|
| 2025-10-23 | RSUs | 4,267 | $0 (grant) | 100% vest on 1-year anniversary per program | |
| 2025-10-24 (filed) | Form 4 filing confirmation | — | — | — |
Governance Assessment
- Strengths:
- Independent director with audit-committee-financial-expert designation; sits on Audit and chairs FAST, indicating strong finance and strategic transaction oversight .
- Solid attendance (≥75% in 2024) and annual meeting participation, signaling engagement .
- Equity-heavy director pay in 2025 (cash suspended, increased equity grants) enhances alignment; change-of-control acceleration is standard and transparent; plan-level clawback policy in place .
- Insider policy prohibits hedging/pledging, supporting alignment .
- Watch items:
- Multiple external boards in biopharma create potential information-flow interlocks; no related-party transactions disclosed for her, but continued monitoring of any transactions or overlapping engagements is prudent .
- Beneficial ownership is modest (<1%); alignment primarily via annual equity grants rather than substantial skin-in-the-game holdings .
No director-specific red flags (related-party transactions, hedging/pledging, low attendance) are disclosed for Ms. Bozilenko in the latest proxy .