Corporate Governance

We are committed to the legal, honest and ethical management of our company and believe effective corporate governance promotes adherence to these standards. As part of our commitment to corporate governance, we are pleased to provide you with convenient access to information about our board, its standing committees, our management, corporate governance documents and related information. If you have any questions about our corporate governance, please contact us at ir@mastthera.com or (858) 552-0866.

Jack Lief — Chairman of the Board

Mr. Lief has served on our board of directors since September 2006 and as the chair of our board since May 2007. Mr. Lief is a co-founder and, since April 1997, has served as president, chief executive officer and a director of Arena Pharmaceuticals, Inc. He also has served as chairman of Arena’s board of directors since October 2007. From 1995 to April 1997, Mr. Lief served as an advisor and consultant to numerous biopharmaceutical organizations. From 1989 to 1994, Mr. Lief served as senior vice president, corporate development and secretary of Cephalon, Inc., a biopharmaceutical company. From 1983 to 1989, Mr. Lief served as director of business development and strategic planning for Alpha Therapeutic Corporation, a manufacturer of biological products. Mr. Lief joined Abbott Laboratories, a pharmaceutical company, in 1972, where he served until 1983, most recently as the head of international marketing research. Mr. Lief is an executive board member of BIOCOM, a life science industry association representing more than 550 member companies in Southern California, and he was the chairman of the board of directors of BIOCOM from March 2005 to March 2006. Mr. Lief holds a B.A. from Rutgers University and an M.S. in psychology (experimental and neurobiology) from Lehigh University.

Brian M. Culley, M.A., M.B.A. — Chief Executive Officer, Director

Mr. Culley has served as our chief executive officer since February 2010 and as a member of our board of directors since December 2011. From January 2007 to February 2010, he served as our chief business officer and senior vice president, from February 2006 to January 2007, he served as our senior vice president, business development, and, from December 2004 to February 2006, he served as our vice president, business development. From 2002 until 2004, Mr. Culley managed strategic collaborations and licensing agreements for iTherx, Inc. (formerly, Immusol, Inc.) in San Diego. From 1999 until 2000, he was with the University of California, San Diego, department of technology transfer & intellectual property services, and from 1996 to 1999, he was a research associate for Neurocrine Biosciences, Inc. Mr. Culley has 20 years of experience in the life science industry, including deal structure and negotiation, licensing, due diligence, market and competitive research, and venture funding. He received a B.S. in biology from Boston College, a masters in biochemistry from the University of California, Santa Barbara, and an M.B.A. from The Johnson School of Business at Cornell University.

Ted W. Love, M.D. — Director

Dr. Love has served on our board of directors since September 2012. From February 2010 until his retirement in August 2012, Dr. Love served as executive vice president of Onyx Pharmaceuticals, Inc., most recently as executive vice president and head of research & development and technical operations. Prior to Onyx, from 2001 to January 2009, Dr. Love served as president, chief executive officer and a member of the board of directors of Nuvelo, Inc., a publicly held biopharmaceutical company, and as chairman of the board from 2005 through 2009, prior to Nuvelo’s merger with ARCA biopharma, Inc. From 1998 to 2001, Dr. Love served as senior vice president of development of Theravance, Inc., a biopharmaceutical company. Prior to Theravance, he spent six years at Genentech, Inc., most recently as vice president, product development. Dr. Love currently serves on the boards of directors of Affymax, Inc., Amicus Therapeutics, Inc., Bio-Rad Laboratories, Inc., KaloBios Pharmaceuticals, Inc. and Santarus, Inc. He holds a B.A. in molecular biology from Haverford College and a M.D. from Yale Medical School. He completed his residency and fellowship training in internal medicine and cardiology at Harvard Medical School and Massachusetts General Hospital, where he later served on the faculty.

David A. Ramsay — Director

Mr. Ramsay has served on our board of directors since June 2011. Mr. Ramsay currently is vice president, corporate development of Halozyme Therapeutics, Inc. From 2003 to May 2009, he served as Halozyme’s vice president, chief financial officer. From 2000 to 2003, Mr. Ramsay was vice president, chief financial officer of Lathian Systems, Inc., a provider of technology-based sales solutions for the life science industry. From 1998 to 2000, he was with Valeant Pharmaceuticals International, Inc. (formerly ICN Pharmaceuticals, Inc.), where he served as vice president, treasurer and director, corporate finance. Mr. Ramsay began his career at Deloitte & Touche, where he obtained his CPA license. Mr. Ramsay holds a B.S. in business administration from the University of California, Berkeley and a M.B.A. with a dual major in finance and strategic management from The Wharton School at the University of Pennsylvania.

Lewis J. Shuster — Director

Mr. Shuster has served on our board of directors since April 2011. Mr. Shuster is the chief executive officer of Shuster Capital, a strategic and operating advisor to life science company executives and investors, which he founded in 2002. From June 2003 to November 2007, Mr. Shuster served as chief executive officer of Kemia, Inc., a drug discovery and development company. From February 2000 to December 2001, Mr. Shuster held various operating executive positions at Invitrogen Corporation, a biotechnology company that merged with Applied Biosystems Inc. and became Life Technologies Corporation. Between 1994 and 1999, Mr. Shuster served as chief financial officer and executive vice president corporate development of Pharmacopeia, Inc., and also as president and chief operating officer of Pharmacopeia Labs, a division of Pharmacopeia, Inc. Mr. Shuster joined Human Genome Sciences, Inc. as its first employee in September 1992 and served as its executive vice president, operations and finance until 1994. Mr. Shuster currently serves as a member of the boards of directors of Response Biomedical Corporation (TSX: RBM, OTCBB: RPBIF), MSN Healthcare and PRACS, LLC. Mr. Shuster received a B.A. in economics from Swarthmore College and an M.B.A. from Stanford University.

Below is a summary of our standing committee structure and membership information. To read more about any of the standing committees, click on committee names in the chart below.

Member Chairperson

Name
Audit
Compensation
Nominating and Governance

Jack Lief

Mr. Lief has served on our board of directors since September 2006 and as the chair of our board since May 2007. Mr. Lief is a co-founder and, since April 1997, has served as president, chief executive officer and a director of Arena Pharmaceuticals, Inc. He also has served as chairman of Arena’s board of directors since October 2007. From 1995 to April 1997, Mr. Lief served as an advisor and consultant to numerous biopharmaceutical organizations. From 1989 to 1994, Mr. Lief served as senior vice president, corporate development and secretary of Cephalon, Inc., a biopharmaceutical company. From 1983 to 1989, Mr. Lief served as director of business development and strategic planning for Alpha Therapeutic Corporation, a manufacturer of biological products. Mr. Lief joined Abbott Laboratories, a pharmaceutical company, in 1972, where he served until 1983, most recently as the head of international marketing research. Mr. Lief is an executive board member of BIOCOM, a life science industry association representing more than 550 member companies in Southern California, and he was the chairman of the board of directors of BIOCOM from March 2005 to March 2006. Mr. Lief holds a B.A. from Rutgers University and an M.S. in psychology (experimental and neurobiology) from Lehigh University.

David A. Ramsay

Mr. Ramsay has served on our board of directors since June 2011. Mr. Ramsay currently is vice president, corporate development of Halozyme Therapeutics, Inc. From 2003 to May 2009, he served as Halozyme’s vice president, chief financial officer. From 2000 to 2003, Mr. Ramsay was vice president, chief financial officer of Lathian Systems, Inc., a provider of technology-based sales solutions for the life science industry. From 1998 to 2000, he was with Valeant Pharmaceuticals International, Inc. (formerly ICN Pharmaceuticals, Inc.), where he served as vice president, treasurer and director, corporate finance. Mr. Ramsay began his career at Deloitte & Touche, where he obtained his CPA license. Mr. Ramsay holds a B.S. in business administration from the University of California, Berkeley and a M.B.A. with a dual major in finance and strategic management from The Wharton School at the University of Pennsylvania.

Lewis J. Shuster

Mr. Shuster has served on our board of directors since April 2011. Mr. Shuster is the chief executive officer of Shuster Capital, a strategic and operating advisor to life science company executives and investors, which he founded in 2002. From June 2003 to November 2007, Mr. Shuster served as chief executive officer of Kemia, Inc., a drug discovery and development company. From February 2000 to December 2001, Mr. Shuster held various operating executive positions at Invitrogen Corporation, a biotechnology company that merged with Applied Biosystems Inc. and became Life Technologies Corporation. Between 1994 and 1999, Mr. Shuster served as chief financial officer and executive vice president corporate development of Pharmacopeia, Inc., and also as president and chief operating officer of Pharmacopeia Labs, a division of Pharmacopeia, Inc. Mr. Shuster joined Human Genome Sciences, Inc. as its first employee in September 1992 and served as its executive vice president, operations and finance until 1994. Mr. Shuster currently serves as a member of the boards of directors of Response Biomedical Corporation (TSX: RBM, OTCBB: RPBIF), MSN Healthcare and PRACS, LLC. Mr. Shuster received a B.A. in economics from Swarthmore College and an M.B.A. from Stanford University.

Brian M. Culley, M.A., M.B.A. — Chief Executive Officer, Director

Mr. Culley has served as our chief executive officer since February 2010 and as a member of our board of directors since December 2011. From January 2007 to February 2010, he served as our chief business officer and senior vice president, from February 2006 to January 2007, he served as our senior vice president, business development, and, from December 2004 to February 2006, he served as our vice president, business development. From 2002 until 2004, Mr. Culley managed strategic collaborations and licensing agreements for iTherx, Inc. (formerly, Immusol, Inc.) in San Diego. From 1999 until 2000, he was with the University of California, San Diego, department of technology transfer & intellectual property services, and from 1996 to 1999, he was a research associate for Neurocrine Biosciences, Inc. Mr. Culley has 20 years of experience in the life science industry, including deal structure and negotiation, licensing, due diligence, market and competitive research, and venture funding. He received a B.S. in biology from Boston College, a masters in biochemistry from the University of California, Santa Barbara, and an M.B.A. from The Johnson School of Business at Cornell University.

Patrick L. Keran, J.D. — President and Chief Operating Officer

Mr. Keran has served as our president and chief operating officer since February 2010. From August 2006 to February 2010, he served as our general counsel. Previously, from April 2004 to August 2006, Mr. Keran was associate general counsel at Isis Pharmaceuticals, Inc., a publicly held drug discovery and development company. From February 2003 to April 2004, Mr. Keran practiced corporate law at the law firm of Heller Ehrman LLP, specializing in public and private financings, licensing arrangements, mergers and acquisitions and corporate governance matters. From September 1999 to February 2003, Mr. Keran practiced law at the law firm of Brobeck Phleger & Harrison LLP where he had a similar corporate practice. Mr. Keran is licensed to practice law in the State of California. Mr. Keran received a B.A. from the University of California at San Diego and a J.D. from the University of California at Berkeley, Boalt Hall School of Law.

Santosh J. Vetticaden, M.D., Ph.D. — Chief Medical Officer, Senior Vice President

Dr. Vetticaden has served as our as our chief medical officer and senior vice president since September 2012. Dr. Vetticaden has held several senior level positions leading drug development across phase 1 through phase 4 clinical studies at biotech and large pharmaceuticals companies. Prior to joining our company, Dr. Vetticaden was at Cubist Pharmaceuticals, Inc., where he served as senior vice president, chief medical and development officer from September 2010 to January 2012 and as senior vice president, clinical development and chief medical officer from December 2008 to September 2010. Dr. Vetticaden served as an independent consultant from January 2012 until joining our company and from August 2008 until joining Cubist. From February 2007 to August 2008, he was senior vice president and chief medical officer at Maxygen, Inc., a publicly held biopharmaceutical company. From April 2003 to February 2007, Dr. Vetticaden held senior management positions at Scios, Inc., a subsidiary of Johnson & Johnson, including vice president, clinical research. Previously, he held senior roles related to drug development at Aventis Pharmaceuticals, Inc. (now Sanofi) and the Whitehall-Robins Healthcare division of American Home Products Corporation (now Pfizer). Dr. Vetticaden earned his M.D. from the University of Maryland and a Ph.D. in pharmacokinetics and pharmacodynamics from Virginia Commonwealth University. He completed his residency in internal medicine at the Baylor College of Medicine.

Brandi L. Roberts, C.P.A., M.B.A. — Chief Financial Officer, Senior Vice President

Ms. Roberts joined our company in March 2011 and currently serves as our chief financial officer and senior vice president. She previously served as our vice president, finance from March 2011 to January 2013 and from June 2008 to January 2009. From January 2009 to March 2011, Ms. Roberts served as vice president, accounting and corporate controller of Alphatec Spine, Inc., the wholly-owned operating subsidiary of Alphatec Holdings, Inc., a medical technology company listed on the NASDAQ Global Select Market where she was responsible for managing all accounting activities, including SEC reporting and compliance with Sarbanes-Oxley Act requirements. From June 2007 to June 2008, Ms. Roberts served as executive director, corporate controller of Artes Medical, Inc., a publicly traded medical technology company, and from September 2005 to June 2007, she served as director, finance of Stratagene Corporation, a publicly traded life science company acquired by Agilent Technologies, Inc. in June 2007. Ms. Roberts’ experience also includes seven years at Pfizer’s laboratories in La Jolla, California (formerly Agouron), most recently as director, finance, and three years with the public accounting firm of PricewaterhouseCoopers LLP. She is a certified public accountant with the State of California. Ms. Roberts received a B.S. in Business Administration from the University of Arizona and an M.B.A. from the University of San Diego.

R. Martin Emanuele, Ph.D. — Senior Vice President, Development

Dr. Emanuele has served as our senior vice president, development since he joined our company in April 2011 following our acquisition of SynthRx, Inc., which he co-founded. Previously, from April 2010 to April 2011, Dr. Emanuele was vice president, pharmaceutical strategy at DaVita, Inc., a FORTUNE 500® company and leading provider of kidney care in the United States. Dr. Emanuele’s responsibilities while at DaVita focused on evaluating business opportunities related to emerging renal therapeutics, biomarkers and diagnostics. Prior to DaVita, from June 2008 to April 2010, Dr. Emanuele provided consulting services to a range of life science companies regarding corporate partnering and business development. From November 2006 to May 2008, Dr. Emanuele was senior vice president, business development at Kemia, Inc., a drug discovery and development company. From 2002 to 2006, Dr. Emanuele held various senior-level positions with Avanir Pharmaceuticals, Inc., most recently as vice president, business development and portfolio management, and from 1988 to 2002, Dr. Emanuele held positions of increasing responsibility at CytRx Corporation, most recently as vice president, research and business development. He earned a Ph.D. in pharmacology and experimental therapeutics from Loyola University of Chicago, Stritch School of Medicine and a B.S. in biology from Colorado State University. Dr. Emanuele also holds an M.B.A. with an emphasis in healthcare and pharmaceutical management from the University of Colorado.

Gregory D. Gorgas, M.B.A. — Senior Vice President, Commercial

Mr. Gorgas has served as our senior vice president, commercial since he joined our company in July 2011. Previously, from November 2009 to July 2011, Mr. Gorgas was managing director at Theragence, Inc., a privately-held company he co-founded, that applies proprietary computational intelligence to analyze clinical data. From November 2008 to July 2011, Mr. Gorgas also served as an independent consultant, providing commercial and business development consulting services to pharmaceutical, biotechnology and medical device companies. From 1997 to October 2008, Mr. Gorgas held positions of increasing responsibility with Biogen Idec Inc., most recently, from March 2006 to October 2008, as senior director, global and U.S. marketing with responsibility for the strategic vision and operational commercialization of the company’s worldwide cancer business. Prior to such time, he had responsibilities in sales, commercial operations and project team and alliance management. Prior to Biogen Idec, he held sales and manager positions with Chiron Corporation, Cetus Corporation and The Upjohn Company. Mr. Gorgas holds an M.B.A. from the University of Phoenix and a B.A. in economics from California State University, Northridge.

We have established a toll-free hotline to enable anonymous reporting by our employees and consultants of concerns regarding, among other things, our accounting, internal accounting controls or auditing matters, falsification of contracts, reports or records, fraud, discrimination, ethical issues, company policy violations, unsafe working conditions, or other matters relating to improper conduct of the company or an individual employee or consultant. The hotline is managed by an independent third-party and available 24 hours a day, 7 days a week. Concerns and complaints submitted through this hotline are referred to the chair of the Audit Committee of our Board of Directors.