Bernd Seizinger
About Bernd R. Seizinger
Independent director since 2022; age 68. Senior biopharma executive across U.S./Europe; former BMS oncology VP and GPC Biotech CEO/President; prior faculty roles at Harvard Medical School and MGH; Visiting Professor at Princeton. Education: M.D. (Ludwig‑Maximilians‑Universität Munich), Ph.D. (Max‑Planck‑Institute of Psychiatry/Neurobiology). Current public boards include Aprea Therapeutics (NASDAQ), Oncolytics Biotech (NASDAQ/TSX), and BioInvent International (NASDAQ Stockholm).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol‑Myers Squibb | VP Oncology Drug Discovery; VP Corporate & Academic Alliances | Prior to biotech CEO roles | Led oncology R&D and industry–academia alliances |
| Genome Therapeutics (U.S. biotech) | EVP & CSO | Prior to GPC Biotech | Senior scientific leadership |
| GPC Biotech (Germany/U.S.) | CEO & President | 12 years | Oversaw dual‑listing and operations (Frankfurt & NASDAQ) |
| Harvard Medical School; Massachusetts General Hospital | Senior faculty | Prior to industry | Academic research/clinical leadership |
| Princeton University | Visiting Professor | During BMS tenure | Academic engagement |
External Roles
| Organization | Role | Public/Private | Start Year |
|---|---|---|---|
| Aprea Therapeutics, Inc. | Director | Public (NASDAQ) | 2014 |
| Oncolytics Biotech Inc. | Director | Public (NASDAQ/TSX) | 2015 |
| BioInvent International AB | Director | Public (NASDAQ Stockholm) | 2018 |
| Oxford BioTherapeutics | Chairman | Private (U.K.) | 2016 |
| CryptoMedix | Co‑founder, Executive Chairman & Acting CEO | Private (U.S.) | 2015 |
| Pureos (biotech VC fund) | Advisory Board Member | Private (Switzerland) | 2019 |
| Hadean (biotech VC fund) | Senior Advisor | Private (Sweden & Norway) | 2018 |
Board Governance
- Independence: Yes (Board majority independent; 6/7 directors) .
- Committee assignments: Audit Committee (member); R&D Committee (Chair) .
- Attendance (2024): 4/4 Audit; 10/11 Board; R&D Committee held no meetings in 2024 .
- Audit Committee financial expertise: All Audit members (including Seizinger) qualify as “financial experts” under Nasdaq standards .
- Executive sessions: Independent directors met five times without management in 2024; Compensation Committee met without management .
- Conflicts oversight: Directors with material interests recuse; governance processes monitored by Corporate Governance & Nominating Committee .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Annual Director Cash Retainer | $60,000 |
| Committee Chair Fee (R&D Chair) | $15,000 |
| Audit Committee Membership Fee | $10,000 |
| Audit Committee Member Additional Fee | $3,500 |
| Total Cash Fees Earned (reported) | $88,500 |
Notes:
- No per‑meeting fees; fees paid quarterly .
- Total reported cash fees of $88,500 reflect his roles as Audit member and R&D Chair .
Performance Compensation
| Award Type | Grant Detail | Grant‑Date Fair Value (USD) | Vesting | Key Terms |
|---|---|---|---|---|
| Stock Options (annual grant) | 111 options granted in 2024 | $4,547 | 50% at 1 year; 25% at years 2 and 3 | 90‑day post‑resignation exercise window; options priced at ≥ FMV; no repricing without shareholder approval |
| RSUs/PSUs | None outstanding for directors | — | — | Dividend equivalents not paid on unvested awards; none on options/SARs |
| Annual compensation cap | Director cash + equity ≤ $500,000 per calendar year | — | — | Exceptions only for non‑executive Chair; non‑participant in decision |
Plan safeguards and alignment:
- Clawback: All awards subject to Aptose incentive compensation recovery policy .
- Change‑in‑control: No acceleration on announcement or shareholder approval; treatment determined at consummation, with administrator discretion per plan .
Other Directorships & Interlocks
| Company | Industry | Listing | Role/Committee |
|---|---|---|---|
| Aprea Therapeutics | Oncology/biotech | NASDAQ | Director |
| Oncolytics Biotech | Oncology/biotech | NASDAQ/TSX | Director |
| BioInvent International | Immuno‑oncology/biotech | NASDAQ Stockholm | Director |
- Potential overlap: Multiple oncology biotechs in his portfolio increase network access; Aptose’s conflict‑management policy requires disclosure and recusal on matters where a director has a material interest .
Expertise & Qualifications
- Medical/Scientific: Hematology/oncology leadership and academic credentials; oncology drug discovery leadership at BMS .
- Executive Leadership: 25+ years in biopharma senior roles, CEO experience (GPC Biotech) .
- Board/Investment: Public company board experience; venture advisory roles (Pureos, Hadean) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Bernd R. Seizinger | 1,010 | * (under 1%) | Includes 444 shares subject to options currently exercisable or becoming exercisable within 60 days of April 22, 2025 |
- Outstanding director options as of Dec 31, 2024: Seizinger held 444 options outstanding; annual 2024 grant was 111 options .
Governance Assessment
Strengths
- Independent director with oncology domain expertise; Audit Committee financial expert credential supports robust oversight of financial reporting and risk .
- Strong attendance (91% Board; 100% Audit) and leadership as R&D Committee Chair (science oversight), signaling engagement .
- Conservative equity plan provisions: no option/SAR repricing, clawback policy, no dividends on unvested awards, and director pay cap—all investor‑friendly .
- No related‑party transactions above materiality thresholds in the last two fiscal years; Section 16(a) filings timely for 2024 .
Watch‑Items / Red Flags
- R&D Committee did not meet in 2024 despite active clinical programs—evaluate whether scientific oversight cadence is sufficient; balance with full Board engagement disclosed .
- Historical insolvency exposure: former independent director at Opsona Therapeutics, which entered creditors’ voluntary liquidation in Dec 2018 (not Aptose‑related); keep context but monitor judgment in distressed settings .
- Multi‑board commitments (Aprea, Oncolytics, BioInvent) could pose potential time/attention constraints or perceived conflicts in oncology; Aptose’s policy addresses recusal for material interests .
Director Compensation Alignment
- Cash fees reflect role‑based responsibilities; modest annual option grant size tied to market value with multi‑year vesting enhances alignment while limiting risk of excessive guaranteed pay .
- Equity plan change‑in‑control terms avoid premature acceleration; clawback provides accountability .