Fahed Al Marzooqi
vTv TherapeuticsAbout Fahed Al Marzooqi
Fahed Al Marzooqi, M.D., age 47, has served as an independent director of vTv Therapeutics since July 2022. He is currently CEO of the Integrated Health Solutions platform at M42 (since January 2025), with prior leadership roles at G42 Healthcare and Cleveland Clinic Abu Dhabi; he holds a B.S. in mathematics and an M.D. from Dalhousie University and completed a five-year anesthesiology residency at the University of British Columbia . He is independent under Nasdaq rules and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Clinic Abu Dhabi | Chief Administrative Officer | Feb 2018 – Apr 2021 | Integral to multiple strategic programs |
| Malaffi – Abu Dhabi Health Information Exchange | Chairman of the Board | Oct 2021 – Mar 2023 | Leadership of Abu Dhabi HIE |
| M42 | Deputy Group Chief Operating Officer | Since Jun 2023 | Health system operations leadership |
| G42 Healthcare | Chief Operating Officer | Prior to Jan 2025 | Operational leadership in healthcare |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| M42 Integrated Health Solutions | Chief Executive Officer | Since Jan 2025 | Private |
| M42 | Deputy Group Chief Operating Officer | Since Jun 2023 | Private |
| G42 Healthcare | Chief Operating Officer | Prior to Jan 2025 | Private |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Dr. Phillips; members: Drs. Cheong and Al Marzooqi) .
- Independence: The Board determined Dr. Al Marzooqi is independent under Nasdaq rules .
- Attendance: In 2024, all directors attended at least 94% of Board and committee meetings; most directors attended the June 11, 2024 annual meeting .
- Election and shareholder support: Re-elected at the 2025 Annual Meeting on June 10, 2025 with 2,086,263 votes for, 100,283 withheld, and 219,013 broker non-votes (≈95.4% support of votes cast excluding broker non-votes) .
- Nomination rights and control features: MacAndrews designated Mr. Nelson and Dr. Al Marzooqi as nominees; lead investors designated three nominees; board voting procedures require at least five directors to approve certain major actions for three years following the 2/27/2024 Securities Purchase Agreement .
Fixed Compensation
| Component | Amount/Policy | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $41,593 | FY 2024 (non-employee director) |
| Annual Board cash retainer | $40,000 paid quarterly | Applies to each director |
| Committee member retainers | $5,000 (Compensation Committee member), $7,500 (Audit member), $4,000 (Nominating member) | Al Marzooqi serves on Compensation Committee |
| Committee chair retainers | $10,000 (Compensation Chair), $20,000 (Audit Chair), $8,000 (Nominating Chair) | Not applicable to Al Marzooqi |
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Vesting | Fair Value (FY 2024) |
|---|---|---|---|---|
| Stock option | Jun 11, 2024 | Option to purchase 4,055 shares | Vests quarterly over 3 years | Included within option awards; total option awards $100,498 |
| Stock grant (RSU/Restricted Stock) | Jun 25, 2024 | 3,000 shares Class A common stock | Vests one year from grant | See footnote (6); option awards total $100,498 |
- Annual grant policy: Upon appointment, option to purchase 6,000 shares vesting monthly over 3 years; upon election/re-election, option to purchase 3,000 shares vesting on one-year anniversary (may be delivered as options, restricted stock, RSUs or cash) .
- Performance metrics: No director-specific performance metrics (TSR, revenue, EBITDA, ESG) tied to director compensation were disclosed; director equity awards have time-based vesting per policy .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Dr. Al Marzooqi .
- Nomination/interlock context: MacAndrews & Forbes holds 47.39% beneficial ownership and has rights to designate two Board nominees (including Dr. Al Marzooqi); lead investors designated three nominees and obtained special voting procedures via the 2/27/2024 financing .
Expertise & Qualifications
- Medical and clinical credentials (M.D.; anesthesiology residency) and healthcare operating leadership (Cleveland Clinic Abu Dhabi, G42/M42) supporting board effectiveness in healthcare/biotech strategy and operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % Beneficially Owned | As-of Date |
|---|---|---|---|
| Fahed Al Marzooqi | 4,190 | 0.13% | April 1, 2025 |
- Section 16 compliance: No delinquent Section 16(a) filings reported for Dr. Al Marzooqi; untimely filings noted for other parties due to administrative errors .
- Trading/hedging policy: Company prohibits short sales and trading in public options/derivatives by insiders; requires pre-clearance and imposes blackout periods; policy filed as Exhibit 19.1 to 2024 Annual Report .
Governance Assessment
- Strengths:
- Independence and active committee participation (Compensation Committee), with robust attendance (≥94%) and strong shareholder support in the 2025 election .
- Clear director compensation framework with balanced cash/equity mix; equity vesting schedules promote retention and alignment .
- Strong insider trading controls (pre-clearance, blackout) and prohibition of short sales/derivatives; related person transaction oversight by Audit Committee .
- Potential risks/RED FLAGS:
- Control and nomination rights: As a MacAndrews nominee amid MacAndrews’ 47.39% beneficial ownership, combined with special board voting procedures instituted for three years post-February 2024 financing, there is elevated control risk that could influence strategic decisions and perceptions of board independence despite formal Nasdaq independence status .
- Tax Receivable Agreement and structural considerations: Company’s TRA with MacAndrews may create circumstances where controlling shareholder tax interests diverge from those of minority holders—an ongoing governance consideration for board oversight (though not specific to Al Marzooqi) .
- Overall view: Dr. Al Marzooqi presents relevant healthcare operations expertise and has met independence and attendance expectations; the principal governance sensitivity stems from controlling-stockholder nomination and special voting structures, which warrant continued monitoring for potential conflicts and board effectiveness impacts .