Bernd Seizinger
About Bernd R. Seizinger, M.D., Ph.D.
Independent director (age 68) serving on Aprea Therapeutics’ board since 2015; currently a member of the Audit and Nominating & Corporate Governance Committees and Chair of the Research & Development Committee. Background spans CEO of GPC Biotech, VP Oncology Drug Discovery at Bristol‑Myers Squibb, EVP/CSO at Genome Therapeutics, and senior academic posts at Harvard Medical School, Massachusetts General Hospital, and Princeton University, reflecting deep oncology drug development and scientific leadership credentials . He is classified as a Class I director (term expiring at the 2026 annual meeting) and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GPC Biotech | President & Chief Executive Officer | Not disclosed | Led oncology biotech operations and strategy |
| Bristol‑Myers Squibb | Vice President, Oncology Drug Discovery | Not disclosed | Oversaw oncology discovery portfolio |
| Genome Therapeutics | Executive Vice President & Chief Scientific Officer | Not disclosed | Scientific leadership and R&D oversight |
| Harvard Medical School | Senior faculty | Not disclosed | Academic leadership in medicine/oncology |
| Massachusetts General Hospital | Senior faculty | Not disclosed | Academic/clinical research |
| Princeton University | Senior faculty | Not disclosed | Academic research leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Aptose Biosciences Inc. | Director | Public | Current board service |
| Oncolytics Biotech Inc. | Director | Public | Current board service |
| BioInvent International AB | Director | Public | Current board service |
| Oxford BioTherapeutics Ltd. | Director | Private | Additional external board |
| CryptoMedix Inc. | Director | Private | Additional external board |
| Turbine, Inc. | Director | Private | Additional external board |
Board Governance
- Independence: Board determined Dr. Seizinger is independent; also independent for Audit and Nominating & Corporate Governance Committees .
- Committee assignments (2024):
- Audit Committee: Member
- Nominating & Corporate Governance Committee: Member
- Research & Development Committee: Chair
- Board structure: Classified board; Dr. Seizinger is Class I (term up in 2026) .
- Attendance: Board held 4 meetings in 2024; “each director attended at least 75%” of Board and applicable committee meetings; committee meetings: Audit 4, Compensation 1, NCGC 0, R&D 5 .
- Risk oversight: Audit Committee reviews related party transactions; NCGC manages conflicts/independence; R&D oversees scientific programs .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non‑employee director cash retainer |
| Committee chair – R&D | $4,000 | R&D chair retainer |
| Committee member – Audit | $7,500 | Audit member retainer |
| Committee member – NCGC | $4,000 | NCGC member retainer |
| Lead Independent Director retainer | $20,000 | Not applicable to Dr. Seizinger (not designated Lead Independent) |
| Actual cash paid (2024) | $59,500 | As reported in 2024 director compensation table |
The standard fee schedule for his roles would total $55,500; actual cash paid was $59,500, consistent with the program but not broken down further in the proxy .
Performance Compensation
- Structure: Annual equity retainer targeted up to $150,000 with mix 80% options / 20% RSUs; vesting generally one year (for annual retainer) and options typically vest over three years for initial grants; 2024 equity retainer calibrated to ~$16,431 due to trading price/share usage constraints .
- 2024 reported awards for Dr. Seizinger: Options $12,178; RSUs $4,253 .
- 2023 reported awards for Dr. Seizinger: Options $5,400; RSUs $1,825 .
- No performance metrics (TSR/revenue/ESG) apply to director equity; awards are time‑vested per program .
| Metric | 2023 | 2024 |
|---|---|---|
| Option awards (grant‑date fair value) | $5,400 | $12,178 |
| RSU awards (grant‑date fair value) | $1,825 | $4,253 |
| Annual equity retainer policy cap | Up to $150,000 | Up to $150,000; actual 2024 calibration ~$16,431 |
Other Directorships & Interlocks
- Current public boards: Aptose Biosciences Inc., Oncolytics Biotech Inc., BioInvent International AB .
- No APRE‑disclosed related party transactions with entities tied to Dr. Seizinger in 2024; Audit Committee reviews any such transactions .
- No explicit interlocks with APRE suppliers/customers disclosed in proxy .
Expertise & Qualifications
- Oncology drug development leadership (BMS VP Oncology Discovery; CEO GPC Biotech), CSO experience (Genome Therapeutics), and senior academic credentials, aligning with APRE’s precision oncology R&D needs .
- Committee leadership on R&D aligns with his scientific profile; independence supports governance integrity .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 55,440 shares; 1.00% of outstanding |
| Common shares held | 43,685 |
| Options exercisable within 60 days (Record Date 4/10/2025) | 4,895 |
| Warrants (Tranche A) | 3,430 |
| Warrants (Tranche B) | 3,430 |
| Outstanding director equity at 12/31/2024 | Options: 4,185; RSUs: 1,045 |
| Anti‑hedging/pledging policy | Hedging/short sales prohibited; pledging/margin accounts prohibited |
Note: Table differences reflect record date vs. fiscal year‑end snapshots (beneficial ownership as of 4/10/2025 vs. outstanding awards as of 12/31/2024) .
Governance Assessment
- Strengths:
- Independence affirmed; multi‑committee service including R&D Chair enhances oversight of scientific risk and execution .
- Attendance threshold met; active R&D cadence (5 meetings in 2024) suggests engagement in core program oversight .
- Transparent director pay with modest 2024 equity calibration to manage share usage; avoids over‑issuance risk .
- Anti‑hedging/pledging restrictions bolster alignment and reduce governance risk from collateralization/derivatives .
- No related party transactions disclosed for 2024; Audit Committee oversight in place .
- Watch‑items:
- Multiple external oncology boards can create potential information‑flow sensitivities; mitigated by independence determinations and related‑party review process; no conflicts disclosed .
- NCGC committee held 0 meetings in 2024; monitor cadence given its responsibilities for independence/conflicts/ESG oversight .
Director Compensation (YoY)
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $51,500 | $59,500 |
| Option awards (ASC 718 FV) | $5,400 | $12,178 |
| Stock awards (ASC 718 FV) | $1,825 | $4,253 |
| Total | $58,725 | $75,931 |
Say‑on‑Pay & Shareholder Feedback (2025 Meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| NEO compensation (advisory) | 1,628,716 | 58,828 | 34,829 | 1,279,613 |
| Frequency vote (advisory) | 1 Year | 2 Years | 3 Years | Abstain | |---|---|---|---| | Votes | 1,159,068 | 1,464 | 553,310 | 8,531 |
Quorum: 3,817,718 shares (69.09% of outstanding) represented at the 2025 meeting .
Related Party Transactions
- Policy: Audit Committee must review/approve related‑person transactions; standards require terms at least as favorable as third‑party alternatives .
- Disclosures: No transactions since Jan 1, 2024 meeting thresholds involving directors/executives/5% holders .
Potential Conflicts or Red Flags
- No pledging or hedging permitted under policy; no pledging disclosed for Dr. Seizinger .
- No related‑party transactions reported for 2024 .
- No legal proceedings/SEC investigations disclosed in proxy sections reviewed; continue monitoring 8‑Ks for director changes (Items 5.02/5.07) .
- Compensation committee interlocks: None disclosed; no executive participation on comp committee .
Summary Signals for Investor Confidence
- Independence, multi‑committee engagement, and R&D chair role support board effectiveness in APRE’s core risk area (R&D) .
- Alignment supported by personal ownership (1.00% beneficial) and time‑vested equity; policy prohibitions on hedging/pledging reduce misalignment risk .
- No conflicts/related‑party transactions disclosed; say‑on‑pay passed with strong support; frequency vote favored annual, indicating shareholder preference for regular oversight .