Matthew Singleton
Director at VKTX
Board
About J. Matthew Singleton
Independent director since May 2014; Chair of the Audit Committee and member of the Compensation Committee. Former EVP & CFO of CitationAir (Textron) with prior senior roles at CIBC World Markets and Arthur Andersen; designated “audit committee financial expert” by VKTX’s Board. Education: AB in Economics, Princeton (cum laude), MBA (Accounting), NYU; former CPA (NY) 1977–1994. Age 71 as of April 5, 2024; Class II director with term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CitationAir (Textron) | EVP & CFO | 2000–Oct 2011 | Led finance for jet services subsidiary of Textron |
| CIBC World Markets | Managing Director, EVP & Chief Administrative Officer | 1994–1997 | Supervised CFO, tax, GC, and operations |
| Arthur Andersen & Co. | Partner; Partner-in-Charge, Metro NY Audit & Business Advisory | 1974–1994 (Partner ~1984–1994) | Practice Fellow secondment to FASB; client responsibility and practice leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cubist Pharmaceuticals, Inc. | Director; Audit Committee Chair | 2003–2014 | Led board oversight of financial statements and external auditors |
| Salomon Reinvestment Company Inc. (private) | Independent Director | N/A | Investment services; private company |
Board Governance
- Committees: Audit (Chair); Compensation (Member) .
- Independence: Board determined he is independent; Audit Committee members are independent/financially literate; Singleton designated audit committee financial expert under SEC rules .
- Attendance and engagement: In FY2024, Board met 9x; Audit 4x; Compensation 5x; Nominating 2x; no director attended <75% of meetings; all directors attended the 2024 annual meeting . In FY2023, Board met 4x; Audit 4x; Compensation 2x; Nominating 0x; no director attended <75% of meetings; Singleton attended the 2023 annual meeting .
- Audit Committee reporting: Recommended inclusion of audited financials in 10‑K and selected Marcum LLP as 2025 auditor; maintains pre‑approval policy; meets separately with management and auditor .
- Executive sessions: Independent directors meet in executive session per Nasdaq standards .
Committee Membership Snapshot
| Year | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| 2024 | Chair (Member) | Member | — |
| 2023 | Chair (Member) | Member | — |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $61,400 | $67,500 |
Policy terms – cash retainers:
- 2023 “Prior Director Policy”: base $38,000; Audit Chair $16,650; Compensation Chair $11,350; Audit member $8,900; Compensation member $6,750; Nominating member $4,900; Board Chair $32,800 .
- 2024 “Restated Director Policy”: base $40,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Audit member $10,000; Compensation member $7,500; Nominating member $5,000; Board Chair $32,800 .
- 2025 “Restated Director Policy”: base $50,000; same committee/Chair retainers as 2024 except Board Chair $35,000 .
Ownership guidelines: Adopted 3/20/2025; non‑employee directors must hold stock equal to 1x annual cash retainer by 12/31/2028; 50% net shares retention until met .
Performance Compensation
| Item | 2023 | 2024 | 2025 Policy (grants each January) |
|---|---|---|---|
| Annual option grant size (shares) | 22,000 | 32,000 | 18,800 |
| Option vesting | Annual grants vest 1‑year cliff | Annual grants vest 1‑year cliff | Annual grants vest 1‑year cliff |
| Initial option grant (new NEDs) | 64,000 (1/3 annual vest) | 64,000 (1/3 annual vest) | 37,600 (1/3 annual vest) |
| Change‑in‑control treatment | Director awards fully vest immediately prior to CoC | Same | Same (under 2024 EIP/successor) |
| Option awards (grant‑date fair value, $) | $131,373 | $393,347 | N/A (2025 values not yet disclosed) |
Notes
- Compensation structure is equity‑heavy and option‑only for directors; no RSUs/PSUs disclosed for directors. Options have 10‑year max term and are nonstatutory; repricing prohibited without shareholder approval under 2024 Plan .
- 2024 director awards: 32,000 options granted on Jan 2, 2024; fully vested Jan 2, 2025 .
Award Metrics Table (Directors)
| Metric | Structure | Source |
|---|---|---|
| Equity vehicles | Nonstatutory stock options only (no RSUs/PSUs for directors) | |
| Vesting | Annual director grants vest 1 year; initial grants vest 1/3 annually | |
| CoC acceleration | Full vest pre‑closing for outstanding unvested director awards |
Other Directorships & Interlocks
- Current public company boards: none disclosed beyond VKTX .
- Prior public company boards: Cubist Pharmaceuticals, Audit Chair (2004–2014) .
- Interlocks/conflicts: No related‑party transactions involving Singleton disclosed; VKTX’s related‑party section highlights historical agreements with Ligand and notes a Ligand‑nominated director (Foehr), not Singleton .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; deep public company audit, reporting, and transaction experience .
- Technical competencies: Accounting policy (FASB Practice Fellow), SEC/PCAOB oversight, risk management including cybersecurity oversight per Audit Committee charter .
- Education/credentials: AB Economics (Princeton, cum laude); MBA Accounting (NYU); CPA (NY, 1977–1994) .
Equity Ownership
| Metric | Mar 15, 2024 | Mar 15, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 188,286 | 151,500 |
| Percent of class | <1% | <1% |
| Composition detail | — | 9,500 shares owned directly; 142,000 options exercisable within 60 days |
| Options outstanding (aggregate) | — | 151,500 options held as of 12/31/2024 |
Insider trading, hedging, and pledging policy
- Hedging prohibited; pledging permitted only with pre‑clearance; short sales prohibited .
Recent Insider Trades (Form 4)
| Date (txn) | Filing Date | Type | Security | Quantity | Price ($) | Post-Txn Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-01-02 | 2025-01-06 | A (Award) | Stock Option (Right to Buy) | 18,800 | 41.12 | 18,800 derivative securities | https://www.sec.gov/Archives/edgar/data/1607678/000095017025002483/0000950170-25-002483-index.htm |
| 2024-10-25 | 2024-10-25 | M (Exempt exercise) | Common Stock | 16,000 | 4.48 | 25,500 shares | https://www.sec.gov/Archives/edgar/data/1607678/000095017024117513/0000950170-24-117513-index.htm |
Governance Assessment
Positives
- Veteran audit chair with CFO, investment banking, and Big Four background; designated audit committee financial expert, enhancing financial oversight credibility .
- Strong attendance and engagement across 2023–2024; full Board attendance at annual meetings indicates commitment .
- Clear director compensation policy with reasonable retainers and explicit no‑repricing provision; annual director stock ownership guidelines adopted in 2025 improve alignment (1x retainer by 2028, 50% net share retention) .
- Audit Committee maintains robust auditor independence and pre‑approval controls; delivered required audit reports and selected Marcum LLP for 2025 .
Watch items / Potential red flags
- Company policy allows pledging (with pre‑clearance), a minority‑view governance practice; no pledges by Singleton are disclosed, but allowance itself can concern some investors .
- Director equity is exclusively options (no RSUs/DSUs), which can encourage risk‑seeking; however, 2025 policy reduced annual option grant size from 32,000 to 18,800, tempering dilution and risk incentives .
- Change‑in‑control single‑trigger vesting for director awards may be viewed as shareholder‑unfriendly by some investors, though standard in small/mid‑cap biotech .
Overall implications
- Singleton’s profile aligns with a high‑effectiveness audit chair in a pre‑commercial biotech: strong financial oversight, regular engagement, and clear independence. New 2025 ownership guidelines and reduced equity grant size improve alignment optics; pledging allowance warrants monitoring. No related‑party conflicts associated with Singleton are disclosed .
Director Compensation (Detail)
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees | $61,400 | $67,500 |
| Option awards (grant‑date fair value) | $131,373 | $393,347 |
| Total | $192,773 | $460,847 |
Policy configuration
- 2024 policy (effective Jan 1, 2024): annual base retainer $40,000; committee/member fees as above; annual option 32,000 shares; 1‑year vest; 10‑year term; CoC single‑trigger vest .
- 2025 policy (effective Jan 1, 2025): annual base retainer $50,000; annual option 18,800 shares; 1‑year vest; unchanged committee fee schedule; CoC single‑trigger vest .
Other Disclosures Relevant to Governance
- Clawback policy adopted effective Oct 1, 2023 per Nasdaq Rule 10D‑1; applies to executive officers (not directors) for erroneously awarded incentive‑based comp if a restatement occurs .
- 2024 Plan governance features: no evergreen; no repricing; director pay cap $1,000,000 ($1,500,000 in first year of service) .
Summary Signals for Investors
- Governance quality: Strong audit oversight and independence; consistent attendance and committee leadership support confidence in financial reporting and risk oversight .
- Alignment: Adoption of ownership guidelines and lower option grant sizes in 2025 modestly improve pay‑for‑alignment for directors; director pay scaled with market appreciation in 2024 but remains within disclosed plan caps .
- Conflicts: No Singleton‑specific related‑party or interlocks with key counterparties disclosed; continue to monitor pledging allowance and any future Form 4 activity for hedging/pledging indications .