Denis Burger
About Denis Burger
Denis Burger (age 81) is Lead Independent Director at Aptose Biosciences (APTOF), serving on the board since 2007. He holds an M.Sc. and Ph.D. in Microbiology and Immunology from the University of Arizona, previously holding a professorship in Microbiology, Immunology, and Surgery (Surgical Oncology) at Oregon Health & Science University. Burger’s governance credentials include extensive audit chair experience and executive leadership in multiple biotech companies. He is classified as an independent director by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Biotech PLC | Chairman; Director; Audit Committee Chair | Chairman 1992–1995; Director until 2020; Audit Chair 1996–2016 | Led audit oversight for two decades |
| AVI Biopharma Inc. | Chairman, CEO, Director | 1996–2007 | Executive leadership in biotech operations |
| Epitope Inc. | Co‑Founder; Chairman; Director | Chairman 1981–1990; Director 1986–1990 | Diagnostics-focused governance roles |
| CytoDyn Inc. | Vice Chairman & Chief Scientific Officer | 2014–2018 | Senior operating and scientific leadership |
| Oregon Health & Science University | Professor (Microbiology, Immunology, Surgery) | Prior to industry roles | Academic credentials and oncology expertise |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Paradigm Ventures LLC | Managing Member | Since 1986 |
| Yamhill Valley Vineyards | President | Since 1983 |
| (Various) | Academic & advisory roles | OHSU professorship; broad industry advisory experience |
Board Governance
- Independence: Yes; board majority independent (6 of 7) .
- Lead Director: Burger serves as Lead Director, partnering with the Chair/CEO on governance, integrity of culture, and board stewardship .
- Committees:
- Compensation Committee: Chair (independent)
- Audit Committee: Member (independent)
- Corporate Governance & Nominating Committee: Member (independent)
- R&D Committee: Not a member
- Executive sessions: Independent directors met five times without management in 2024; all Compensation Committee meetings were held without management .
- Conflicts policy: Directors with material interests are recused from deliberations and votes .
Attendance (FY2024)
| Meeting Type | Attendance |
|---|---|
| Board | 11 of 11 |
| Audit Committee | 4 of 4 |
| Corporate Governance & Nominating Committee | 2 of 2 |
| Compensation Committee | 4 of 4 |
Fixed Compensation
Director Fee Framework
| Component | Amount (USD) |
|---|---|
| Annual director retainer | $60,000 |
| Lead Director fee (additional) | $40,000 |
| Committee chair fee | $15,000 (Audit Chair: $20,000) |
| Committee member fee | $10,000 per committee |
| Audit Committee member add-on | $3,500 |
| Per-meeting fees | None |
| Payment schedule | Quarterly |
2024 Cash Compensation (Burger)
| Item | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $148,500 |
Notes:
- Travel expenses reimbursed; executive directors receive no director compensation .
- Maximum total director compensation (cash + equity): $500,000 per calendar year .
Performance Compensation
2024 Option Grant (Burger)
| Metric | Detail |
|---|---|
| Options granted (2024) | 111 |
| Grant date fair value | $4,547 |
| Vesting schedule | 50% after 1 year; 25% in each of years 2 and 3 |
| Plan provisions | No repricing without shareholder approval; awards subject to clawback; no dividend equivalents on options/SARs; strike at ≥ fair market value; annual director comp cap $500,000 |
Other Directorships & Interlocks
Current public boards
| Director | Reporting Issuer |
|---|---|
| Denis Burger | None disclosed in current “Involvement of Directors with other Reporting Issuers” table (others listed; Burger not included) |
Prior public boards (selected)
| Company | Role | Tenure |
|---|---|---|
| Trinity Biotech PLC | Chairman; Director; Audit Chair | 1992–2020 (chair 1992–1995; audit chair 1996–2016) |
| AVI Biopharma Inc. | Chairman, CEO, Director | 1996–2007 |
| Epitope Inc. | Co‑Founder; Chairman; Director | Chairman 1981–1990; Director 1986–1990 |
| CytoDyn Inc. | Vice Chairman & CSO | 2014–2018 |
Interlocks/Conflicts
- No related-party transactions over the last two fiscal years (>$120,000 or 1% of assets) involving directors or their immediate families; none disclosed for major holders .
Expertise & Qualifications
- Scientific/medical: Ph.D. in Microbiology & Immunology; prior faculty in Surgical Oncology; oncology domain expertise .
- Financial/audit: Audit Chair tenure at Trinity Biotech (1996–2016); Audit Committee member at Aptose; financial expert presence on committee .
- Senior leadership: CEO/Chair roles at multiple biotechs; venture leadership (Paradigm Ventures) .
- Governance: Lead Director role; committee leadership (Compensation) .
Equity Ownership
As of April 22, 2025
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Denis Burger | 1,346 | Does not exceed 1% | Includes 1,298 shares subject to options exercisable within 60 days |
Additional details:
- Aggregate outstanding options held (Burger): 1,298 shares .
- Policy prohibits hedging, pledging, margin accounts for directors/officers (alignment safeguard) .
- No director stock ownership guidelines disclosed in the proxy; annual director comp cap applies .
Governance Assessment
- Board effectiveness: Strong engagement and oversight—Burger had perfect attendance across board and committee meetings in 2024 and leads independent director sessions as Lead Director. Committee roles span compensation (chair), audit (member), and governance (member), supporting comprehensive oversight .
- Independence/structure: Clear independence designation; compensation, audit, and governance committees composed entirely of independent directors, with executive sessions conducted without management .
- Pay/Alignment: 2024 director cash fees of $148,500 with modest option grants ($4,547 grant-date fair value; 111 options) suggest a conservative equity component; clawback and no-dividend provisions strengthen alignment. However, beneficial ownership remains below 1%, indicating limited “skin in the game” and potential alignment gap relative to best-in-class biotech governance norms .
- Conflicts/related parties: No related-party transactions disclosed; conflicts-of-interest controls in place, with recusals for material interests .
- Risk indicators: Section 16(a) filings timely (no delinquency) . Company disclosed a material weakness in internal controls related to accounting for complex financial instruments (warrants) in 2024, with KPMG’s planned departure and auditor search in process—areas for continued audit committee vigilance (Burger is a member). No auditor “disagreements” or reportable events beyond the noted weakness .
Overall signal: High attendance and independent leadership bolster investor confidence; compensation governance and clawback provisions are positive. Low personal share ownership is a mild red flag for alignment. Audit oversight should prioritize remediation of the internal control weakness and a robust auditor transition plan .