Mark Wan
About Mark Wan
Independent director since August 2006 (age 60). Founding managing director of Causeway Media Partners (firm founded in 2013); previously founding general partner at Three Arch Partners and general partner at Brentwood Associates (1987–1993). Education: B.S. in Engineering from Yale University and M.B.A. from Stanford Graduate School of Business. Board tenure provides deep financial experience and company-specific knowledge .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Brentwood Associates | General Partner | 1987–1993 | Private equity experience |
| Three Arch Partners | Founding General Partner | Not disclosed | Venture capital leadership |
| Causeway Media Partners | Founding Managing Director | Firm founded 2013 | Private investment firm leadership |
| QT Vascular Ltd. | Director | 2013–2020 | Singapore-based public medical device company |
| Athlon Acquisition Corp. | Director | 2021–2022 | SPAC board experience |
External Roles
| Organization | Role | Sector | Committees/Impact |
|---|---|---|---|
| Causeway Media Partners | Founding Managing Director | Private investment | Investment oversight/strategy |
| QT Vascular Ltd. | Director (prior) | Medical devices | Public company governance (prior) |
| Athlon Acquisition Corp. | Director (prior) | SPAC | Capital markets/transactional governance (prior) |
Board Governance
- Independence: Determined independent under Nasdaq rules (CEO Angotti is the only non-independent director) .
- Attendance: Board met 7 times in 2024; each director other than Mr. Rosen attended ≥75% of Board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
- Executive sessions: Non-employee directors meet in regularly scheduled executive sessions .
| Committee (as of Aug 29, 2025) | Role | Notes |
|---|---|---|
| Compensation Committee | Chair | Members: Mark Wan (Chair), Stephen J. Hoffman, Abhinav Jain |
| Nominating & Corporate Governance | Member | Chair: Adrian Adams; Members: Abhinav Jain, Mark Wan |
| Finance & Strategic Transactions (FAST) | Member | Chair: Marina Bozilenko; Members: Adams, Jain, Wan |
| Audit | Not a member | Audit members: Broadfoot (Chair), Bozilenko, Hoffman |
Committee composition changes (2024):
- Compensation Chair transitioned to Mark Wan on Feb 26, 2024; he previously chaired Nominating & Governance until Feb 26, 2024 and remains a member thereafter .
Fixed Compensation
- Cash fee structure (2024 policy): Annual board retainer $40,000; Chair adders: Board $30,000, Audit $20,000, FAST $20,000, Compensation $15,000, Nominating $10,000; Committee member fees: Audit $10,000, FAST $10,000, Compensation $7,500, Nominating $5,000; cash fees suspended for 12 months effective Oct 1, 2024 .
| 2024 Director Compensation – Mark Wan | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $52,109 |
| Stock Awards (Grant-date fair value) | $1,924 |
| Option Awards (Grant-date fair value) | $9,425 |
| Total | $63,458 |
Performance Compensation
- 2024 equity grants (non-employee directors): Options to purchase 13,044 shares (vest in full at 1-year), RSUs 2,174 (vest in full at 1-year); grants dated June 24, 2024 with exercise price $0.885; change-of-control provides full acceleration for director awards .
- 2025 equity grants (to offset cash suspension): Options 25,600 shares and RSUs 4,267, each vest in full at 1 year; structure intended to align at ~50th percentile of peer group and in lieu of cash fees during suspension .
| Metric | 2024 | 2025 |
|---|---|---|
| Annual Option Grant (shares) | 13,044 (exercise $0.885; 1-year vest) | 25,600 (1-year vest) |
| Annual RSU Grant (shares) | 2,174 (1-year vest) | 4,267 (1-year vest) |
| Change-of-control treatment | Full acceleration prior to effective date (director awards) | Same plan provisions apply |
| Non-employee director comp cap | $500,000 (annual period) / $750,000 in first year | $500,000 / $750,000 |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| QT Vascular Ltd. | Public (Singapore) | Director | 2013–2020 | Medical device company |
| Athlon Acquisition Corp. | Public (SPAC) | Director | 2021–2022 | Blank check company |
- Compensation Committee interlocks: None reported; no insider participation; no reciprocal executive-director committee overlaps disclosed .
Expertise & Qualifications
- Financial and investment expertise from private equity/venture capital roles (Brentwood, Three Arch, Causeway) .
- Long tenure at Talphera providing company-specific knowledge .
- Technical education and elite MBA credentials (Yale Engineering; Stanford GSB) .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 27,048 (<1%) |
| % of shares outstanding | <1% |
| Options exercisable within 60 days | 22,456 |
| RSUs outstanding (unvested) | Not individually disclosed |
| Pledged/Hedged shares | Company policy prohibits pledging/hedging by directors; no pledging disclosed |
Governance Assessment
-
Strengths:
- Independent director with deep compensation governance exposure; currently chairs Compensation Committee, giving oversight over pay-for-performance and equity plan design .
- Cash fee suspension and greater equity mix in 2025 increase ownership alignment for non-employee directors; annual director equity vests after 12 months, enhancing retention and alignment .
- Attendance at ≥75% of meetings and participation in executive sessions supports engagement and oversight quality .
-
Watch items:
- Investor board designation: Abhinav Jain serves under a Nantahala nomination right and sits on Compensation and other committees, increasing investor influence in governance; continued monitoring of independence safeguards and committee decision processes is prudent .
- Significant overhang and frequent use of equity to recruit/retain (reflecting depressed stock price) may dilute holders; director awards are subject to a cap and vesting restrictions, but alignment should be weighed against dilution and performance outcomes .
-
Conflicts/related-party:
- No related-party transactions disclosed for Wan; Audit Committee oversees such transactions; no compensation committee interlocks reported .