Catherine Mackey
Voyager TherapeuticsAbout Catherine J. Mackey, Ph.D.
Independent director at Voyager Therapeutics (VYGR) since August 2022; age 69 as of the April 7, 2025 record date . She holds a B.S. and Ph.D. in microbiology from Cornell University and led R&D and operations at Pfizer Global Research & Development (SVP; Director, La Jolla Labs) from 2001–2010, bringing >30 years’ biotech leadership to Voyager . The Board determined she is independent (all current members except the CEO and a 5% holder’s designee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Global R&D; Pfizer La Jolla Labs | SVP; Director, La Jolla Labs | 2001–2010 | Led biotech R&D/operations; senior leadership experience |
| Cour Pharmaceuticals | Chair of the Board | May 2014–Dec 2022 | Governance/oversight through clinical-stage immunomodulation |
| GW Pharmaceuticals plc | Director | Dec 2017–May 2021 (acquired by Jazz) | Board governance at a commercial biotech |
| Poseida Therapeutics, Inc. | Director | Jan 2019–Jun 2021 | Board governance at cell/gene therapy company |
| Trillium Therapeutics Inc. | Director | Jun–Nov 2021 (acquired by Pfizer) | Governance in oncology; transaction experience |
| Avid Bioservices, Inc. | Director | Jul 2019–Feb 2025 (acquired by GHO/Ampersand) | CDMO oversight; board experience through acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDEAYA Biosciences, Inc. (public) | Director | Since Apr 2022 | Current public company board; oncology focus |
Board Governance
- Committee memberships: Audit Committee member; Science & Technology Committee member (not a chair) .
- Compensation Committee and Nominating & Corporate Governance Committee: not a member .
- Attendance: Directors regularly hold executive sessions; each director attended ≥75% of Board and relevant committee meetings in 2024; directors attended the 2024 annual meeting .
- Independence: Independent director (Board determined all current members except Alfred Sandrock and Jude Onyia are independent) .
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $40,000 | Per policy |
| Audit Committee member fee | $8,000 | Per policy |
| Science & Technology Committee member fee | $5,000 | Per policy |
| Total cash fees (reported) | $53,000 | Sum of retainers/fees |
Policy context (for all directors): Chairman $72,500; non‑employee members $40,000; Audit Chair $16,000/member $8,000; Compensation Chair $12,500/member $6,000; Science & Tech Chair $10,000/member $5,000; Nominating Chair $10,000/member $5,000 .
Performance Compensation (Equity; 2024–2025)
| Item | 2024 Grant | Vesting/Terms | Notes |
|---|---|---|---|
| Stock option grant (annual) – grant date fair value | $144,000 | Annual option up to 24,000 shares; vests in full by earlier of 1-year anniversary or next annual meeting | |
| Initial option grant (on joining Board) | Policy up to 48,000 shares | Vests quarterly over four years (time-based) | |
| Non-employee director annual grant (2025 planned) | 24,000 shares each | Per “New Plan Benefits” table for directors as a group | |
| Change-in-control protection | Double trigger | If awards assumed, full vesting upon termination without cause within 12 months of sale event; if not assumed, time-based awards fully vest at sale event | |
| Annual non‑employee director comp cap | $750,000 (incumbent); $782,500 (Chair); $1,000,000 initial year | 2025 Stock Incentive Plan limit (grant-date value plus cash) |
Performance metrics: Director equity awards are time-based (options); no director‑specific revenue/EBITDA/ESG hurdles disclosed. Clawback: Participants in the 2025 Plan agree to be bound by any Company clawback policy; Company adopted a Nasdaq‑compliant compensation recovery policy effective Oct 2, 2023 (primarily covering executive officers) .
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock risk with VYGR |
|---|---|---|
| IDEAYA Biosciences, Inc. | Oncology | No disclosed related‑party transactions or supplier/customer ties with Voyager |
No family relationships among directors/executives; related-party context at Voyager primarily involves Neurocrine Biosciences as a >5% holder and collaboration counterparty; Neurocrine’s designee (Dr. Onyia) is on the Board. No disclosure of Mackey-related party transactions with Voyager .
Expertise & Qualifications
- Senior leadership in large pharma (Pfizer) and multiple public/private biotech boards; deep R&D and operations background .
- Scientific credentials (Cornell Ph.D. in microbiology); >30 years biotech experience; contributes to Science & Technology Committee oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 76,250 (all options counted as exercisable or vesting within 60 days of Apr 7, 2025) |
| Ownership % of common shares outstanding | <1% (55,313,413 shares outstanding) |
| Options held (as of 12/31/2024) | 90,000 options (aggregate) |
| Vested vs. near-term vesting (as of Apr 7, 2025) | 76,250 options counted in beneficial ownership; 26,750 vest within 60 days of record date |
| Pledging/Hedging | Company policy prohibits hedging/pledging (limited exceptions); officers/directors subject to the policy |
Governance Assessment
- Board effectiveness: Mackey brings senior R&D operating experience, serves on Audit and Science & Technology, enhancing technical oversight and financial discipline. Attendance and independence disclosures support engagement and investor-aligned governance .
- Alignment: Cash fees are modest; equity is time-based with clear vesting and capped director compensation under the 2025 Plan; change-of-control terms are shareholder-friendly (no automatic vesting; double-trigger acceleration) .
- Conflicts: No Mackey-specific related party or shared business dealings disclosed; broader Neurocrine agreement introduces one designated director (not Mackey), with standstill/voting restrictions and conditions, mitigating influence risks .
- Signals: 95% say-on-pay approval in 2024 indicates positive shareholder sentiment toward Voyager’s compensation governance framework; Audit Committee independence and expertise maintained; use of an independent compensation consultant (Aon) and defined peer group suggests disciplined compensation oversight, though Mackey is not on that committee .
RED FLAGS: None disclosed for Mackey regarding low attendance, related-party transactions, hedging/pledging, or option repricing. Equity awards are time-based; no underwater-option repricing authority without shareholder approval under the new plan .