Lawson Macartney
Chairperson of the Board at VKTX
Board
About Lawson Macartney
Lawson Macartney, B.V.M.S., Ph.D., age 67, has served on Viking Therapeutics’ board since May 2014 and as independent Chairperson since May 2015. He holds a Ph.D. from Glasgow University and a veterinary medicine degree (B.V.M.S.) from Glasgow University Veterinary School; he is trained in diagnostic pathology and is a Fellow of the Royal College of Pathologists . His career includes senior leadership roles at Ambrx, Shire, and GSK, with extensive experience in global product strategy, portfolio management, and cardiovascular/metabolic drug development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scout Bio Inc. | Chief Executive Officer | Jan–Jun 2017 | Led gene therapy for companion animals |
| Ambrx Inc. | President, CEO, and Director | Feb 2013–Jun 2015 | Led biopharma; board service |
| Shire AG | SVP, Emerging Business Unit | 2011–2013 | Discovery to Phase 3 for specialty portfolio |
| GSK | SVP Global Product Strategy & Project/Portfolio Mgmt | 2007–2011 | Portfolio oversight and strategy |
| GSK | SVP, Cardiovascular & Metabolic Medicine Development Center | 2004–2007 | Late-stage CV/metabolic development leadership |
| GSK | VP, Global Head of CV/Metabolic/Urology TAs | 1999–2004 | Therapeutic area leadership |
| Astra Pharmaceuticals | Operations/Marketing/Sales leadership | 1998–1999 | Commercial leadership roles |
| AstraMerck, Inc. | Executive Director, Commercial Operations | 1996–1998 | Commercial operations leader |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dechra PLC (UK) | Board Member | Not disclosed | International animal health pharmaceutical company |
| Netherlands Translational Research Centre (NL) | Supervisory Board Member | Not disclosed | Preclinical biopharma |
Board Governance
- Board class: Class III director; term expires at the 2027 annual meeting .
- Independence: Board determined Dr. Macartney is independent under Nasdaq rules; he serves as independent Chairperson .
- Attendance: In 2024 the Board met 9 times; Audit 4, Compensation 5, Nominating 2; no director attended fewer than 75%, and all directors (including Dr. Macartney) attended the annual meeting .
- Executive sessions: Independent directors meet in executive session periodically .
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Chair: J. M. Singleton) | 4 |
| Compensation | Yes | No (Chair: C. A. Rowland, Jr.) | 5 |
| Nominating & Corporate Governance | Yes | No (Chair: S. K. Rouan, Ph.D.) | 2 |
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure; members were not officers/employees .
- Related-party transactions: None since Jan 1, 2024 above $120,000 involving directors/executives or >5% holders .
Fixed Compensation
- 2024 director policy cash components and Dr. Macartney’s cash fees earned:
| Component | Amount ($) | Source |
|---|---|---|
| Annual Board retainer | 40,000 | |
| Chair of Board retainer | 32,800 | |
| Audit Committee member retainer | 10,000 | |
| Compensation Committee member retainer | 7,500 | |
| Nominating Committee member retainer | 5,000 | |
| Total cash fees (2024) | 95,300 |
- 2025 restated director policy cash components:
| Component | Amount ($) | Source |
|---|---|---|
| Annual Board retainer | 50,000 | |
| Chair of Board retainer | 35,000 | |
| Audit Committee member retainer | 10,000 | |
| Compensation Committee member retainer | 7,500 | |
| Nominating Committee member retainer | 5,000 |
Performance Compensation
- Equity grants to non-employee directors (2024 and policy updates):
| Grant/Policy | Grant Date | Shares/Options | Vesting | Fair Value ($) |
|---|---|---|---|---|
| Annual option (2024) | Jan 2, 2024 | 32,000 options | Vests in full on Jan 2, 2025 | 393,347 |
| Annual option (policy, 2025 onward) | First business day each year | 18,800 options | Vests in full after 1 year | N/A (policy terms) |
| Initial option (new director, policy 2025) | Upon appointment | 37,600 options | 1/3 per year over 3 years | N/A (policy terms) |
- Performance metrics tied to director compensation: None disclosed; director equity awards are time-vested options, not performance-based .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Dechra PLC | Board Member | Distinct sector (animal health) from Viking’s human therapeutics; no related-party transactions disclosed |
| NTRC (NL) | Supervisory Board | Preclinical focus; no related-party transactions disclosed |
Expertise & Qualifications
- Deep biopharma leadership across R&D, portfolio strategy, and CV/metabolic therapeutic areas; former SVP roles at GSK and Shire .
- Scientific credentials: Ph.D., veterinary medicine, diagnostic pathology training; Fellow of the Royal College of Pathologists .
- CEO experience (Ambrx; Scout Bio) and public company board service (Dechra PLC) .
Equity Ownership
- Beneficial ownership as of March 15, 2025:
| Holder | Direct Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Lawson Macartney | 47,965 | 156,000 | 203,965 | <1% |
- Total options held (Dec 31, 2024): 203,965 options to purchase common stock (aggregate) .
- Shares outstanding reference for % calculation: 112,288,759 as of March 15, 2025 .
- Hedging/pledging: Hedging prohibited; pledging permitted with pre-clearance under Insider Trading Policy .
- Stock ownership guidelines (adopted March 20, 2025): Non-employee directors must hold shares equal to 1× annual cash retainer by Dec 31, 2028; includes direct holdings and unvested time-vested RSUs; 50% post-vest/exercise retention until compliant .
Governance Assessment
- Board effectiveness: Independent Chair with breadth of committee participation (Audit, Compensation, Nominating) supports robust oversight; full attendance and executive sessions bolster independence and engagement .
- Alignment & incentives: Director pay mixes cash retainers with time-vested options; 2025 policy reduces annual option size (from 32,000 to 18,800), tempering equity risk and potentially improving perceived governance conservatism .
- Conflicts/related-party risk: No related-party transactions disclosed since Jan 1, 2024; Compensation Committee reported no interlocks or 404 relationships, reducing conflict risk .
- Ownership alignment: Meaningful personal holdings and options; adoption of ownership guidelines adds formal alignment and retention mechanisms; monitor pledging given allowed pre-clearance status (potential red flag if used) .
- Shareholder sentiment: Strong Say-on-Pay support (93.34% approval in 2024 for 2023 compensation), indirectly supportive of compensation governance practices; though executive-focused, it contributes to broader investor confidence .
RED FLAGS to monitor: any pledging of VKTX shares by directors (allowed with pre-clearance), unusual discretionary equity award changes, or emerging related-party transactions; none disclosed to date .