Rifat Pamukcu
About Rifat Pamukcu
Independent director (Class II) of Aprea Therapeutics since 2022; age 67. He is a physician-scientist and life sciences entrepreneur with deep oncology drug development experience, co‑founder and former CSO of Cell Pathways (acquired by OSI Pharmaceuticals in 2003), and since 2016 the President & CEO of RxMP Therapeutics. He has authored 110+ publications and is an inventor on 150+ issued or pending patents; education includes a B.A. in Biology from John Hopkins University and an M.D. from the University of Wisconsin, with internal medicine residency at Rush Presbyterian St. Luke’s and GI fellowship at the University of Chicago. He is classified as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Cell Pathways (public; acquired by OSI Pharmaceuticals in 2003) | Co‑founder, Director and Chief Scientific Officer | Pre-2003 (founded/led until acquisition) | Directed basic science, preclinical, clinical, regulatory, scale-up/manufacturing; raised $140M+ capital |
| University of Cincinnati (Division of Digestive Diseases) | Assistant Professor | Prior to Cell Pathways | Academic GI and hepatology research/teaching |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| RxMP Therapeutics, Inc. | President & CEO | 2016–present | Company developing products to stop hemorrhage |
| Corami LLC | Managing Partner | 2016–present | Early-stage therapeutics company (drug-device combinations for sustained epicardial delivery) |
| Syantra, Inc. | Director | Since 2019 | Breast cancer diagnostics (private) |
| BobcatBio, Inc. | Director | Since 2021 | Hematological malignancy immunotherapeutics (private) |
| Sirpant Immunotherapeutics, Inc. | Director | Since 2021 | Hematological malignancy immunotherapeutics (private) |
| Virion Therapeutics LLC | Director | Since 2018 | Hepatitis therapeutic vaccines (private) |
Board Governance
- Board class and tenure: Class II director; on Aprea’s board since 2022. Independent under Nasdaq standards; Board is 8/9 independent.
- Committee assignments (2024): Compensation Committee (member), Nominating & Corporate Governance Committee (member), Research & Development Committee (member). He is not a committee chair.
- Committee meeting cadence (2024): Audit 4; Compensation 1; Nominating & Corporate Governance 0; Research & Development 5.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all current directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors regularly meet without management present.
- Lead structure: Separate Chair (independent) and CEO roles; Chairman is Richard Peters, M.D., Ph.D.
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non-employee director retainer |
| Committee member retainers (if applicable) | Audit $7,500; Compensation $6,000; Nominating & Corporate Governance $4,000; Research & Development $4,000 | Member fees; chairs receive separate higher retainers (Audit $7,500; Comp $5,000; NCGC $4,000; R&D $4,000) |
| 2024 fees earned (Pamukcu) | $54,000 | Sum of $40,000 director retainer + $6,000 (Comp member) + $4,000 (NCGC member) + $4,000 (R&D member) |
| Reimbursements | Business-related expenses reimbursed | Standard policy |
Performance Compensation
| Equity Element | 2024 Structure/Grant Mechanics | 2024 Amounts (Pamukcu) | Vesting |
|---|---|---|---|
| Annual equity retainer | Up to $150,000 targeted value (Comp Cttee calibrates annually); for 2024 calibrated to approx. $16,431; mix is 80% stock options and 20% RSUs; granted post‑annual meeting | Option awards: $12,178; Stock awards (RSUs): $4,253; Total: $16,431 | Options/RSUs granted as part of annual retainer vest on first anniversary of grant; initial director option grants vest in three equal annual tranches |
| Outstanding awards at 12/31/2024 | Options: 4,185; RSUs: 1,045 | Aggregate outstanding awards reported for Pamukcu | RSUs reported as “unvested” in footnote; options per plan terms |
No director performance metrics (e.g., revenue/TSR targets) are tied to non‑employee director pay; equity is time-based (options/RSUs).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (for Pamukcu) |
| Compensation Committee interlocks | None; no officer service by committee members; no reciprocal interlocks disclosed |
Expertise & Qualifications
- Oncology and GI physician-scientist; extensive drug development leadership (preclinical through clinical, regulatory, manufacturing scale-up).
- Entrepreneurial/operator background (CEO of RxMP; co‑founder/CSO of Cell Pathways; substantial capital formation).
- Significant IP and publication record (110+ publications; 150+ patents issued/pending) supporting R&D Committee contributions.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 34,590 | <1% of outstanding shares |
| % of shares outstanding | <1% | Based on 5,525,172 shares outstanding as of April 10, 2025 |
| Direct holdings | 3,356 shares | Held by Pamukcu |
| Indirect holdings | 14,108 shares | Held by ZNZ Holdings LLC (Pamukcu is Managing Partner) |
| Options exercisable within 60 days | 17,126 | Counted in beneficial ownership under SEC rules |
| Additional outstanding equity at 12/31/2024 | 4,185 options; 1,045 RSUs | Reported outstanding awards at year-end (director table) |
| Shares pledged | None disclosed; company policy prohibits pledging and hedging by directors, officers, and employees | Alignment-positive policy |
Related-Party and Conflicts
- Related-party transactions: None reported since January 1, 2024 meeting materiality thresholds; Audit Committee reviews/approves any related-person transactions under formal policy.
- Conflicts oversight: Nominating & Corporate Governance Committee manages risks related to board composition, independence, and conflicts; Audit Committee reviews related-party transactions.
- Insider trading controls: Company prohibits hedging, short sales, and pledging by directors/officers/employees.
Insider Trades (Section 16)
| Period | Pamukcu Form 4 Activity | Notes |
|---|---|---|
| 2024–2025 (proxy disclosure) | No delinquent Section 16(a) filings reported for Pamukcu | Proxy notes one late filing for another director (Marc Duey); none for Pamukcu |
Governance Assessment
- Positives: Independent status, multi-committee service (Compensation, NCGC, R&D), and ≥75% attendance support engagement and oversight. The anti‑hedging/pledging policy and absence of related‑party transactions mitigate conflict/alignment risks. Scientific and entrepreneurial depth are directly relevant to R&D oversight.
- Alignment: Cash retainer plus modest, time‑based equity (2024 equity retainer calibrated to ~$16k given share usage constraints) aligns with small‑cap biotech norms while limiting dilution; beneficial ownership is <1% but includes vested options, indicating some equity exposure.
- Watch items: Multiple external private-company board roles in adjacent therapeutics areas require continued conflict monitoring; governance processes (NCGC/Audit policies) are in place and no related‑party items were reported. Committee workloads in 2024 were light for Compensation (1 meeting) and NCGC (0 meetings), increasing the importance of full Board oversight cadence.