Mark Vincent
About Mark Vincent
Independent director of Aptose Biosciences since 2007; age 72. Professor of Oncology at the University of Western Ontario (since 2008) and staff medical oncologist at the London Regional Cancer Program (since 1990). Co‑founder and CEO of Sarissa, Inc. (private), with oncology training at the Royal Marsden Hospital; focus areas include leukemia/lymphoma, drug resistance, and positioning of new cancer drugs . Independent status confirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Western Ontario | Professor of Oncology | Since 2008 | Academic leadership in oncology |
| London Regional Cancer Program | Staff Medical Oncologist | Since 1990 | Clinical practice; oncology expertise |
| Sarissa, Inc. (private) | Co‑founder & CEO | Since 2000 | Development of compounds to potentiate approved targeted drugs |
| Royal Marsden Hospital | Oncology training | Not disclosed (completed training) | Major focus on leukemia/lymphoma |
External Roles
| Sector | Organization | Role | Notes |
|---|---|---|---|
| Private company | Sarissa, Inc. | Co‑founder & CEO | Oncology drug potentiation platform |
| Academic | University of Western Ontario | Professor | Oncology faculty since 2008 |
| Clinical | London Regional Cancer Program | Staff oncologist | Since 1990 |
| Industry engagement | Various major pharma | Advisory boards/speakers panels | Frequent international lecturer |
Board Governance
- Independence: Yes; Board majority independent (6 of 7), with committees composed entirely of independent directors .
- Committee roles: Chair, Corporate Governance & Nominating Committee; Member, R&D Committee .
- Lead Director: Denis Burger (independent) .
- Executive sessions: Independent directors met 5 times in 2024 without management; all Compensation Committee meetings held without management .
- Term limits: None (Board does not adopt director term limits) .
Attendance (FY 2024)
| Meeting Type | Attendance |
|---|---|
| Board | 10 of 11 |
| Corporate Governance & Nominating Committee | 2 of 2 |
| R&D Committee | Committee did not meet in 2024 |
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Detail |
|---|---|---|
| Base annual retainer | $60,000 | Non‑employee director; no per‑meeting fees |
| Committee chair fee (CG&N) | $15,000 | CG&N chair fee (Audit chair is $20,000) |
| Committee member fee (R&D) | $10,000 | Per committee member; R&D is eligible |
| Total cash fees (actual) | $85,000 | As disclosed for Dr. Vincent in 2024 |
| Expense reimbursement | n/a | Out‑of‑pocket travel reimbursed |
| Annual director comp cap | $500,000 | Cash + equity cap per year |
Performance Compensation
| Equity Element | FY 2024 Grant | Fair Value (USD) | Vesting | Term/Exercise Price | Outstanding (12/31/2024) |
|---|---|---|---|---|---|
| Stock options | 111 options | $4,522 | 50% at 1 year; 25% at years 2 & 3 | Max 10‑year term; exercise price at FMV on grant date | 1,284 options outstanding |
- Equity governance: No option/SAR repricing without shareholder approval; no dividend equivalents on options/SARs; awards subject to Clawback Policy .
- Change‑of‑control: Acceleration/settlement at Administrator’s discretion upon consummation (not announcement) of a qualifying transaction .
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Not listed among directors serving at other reporting issuers |
| Private company | Sarissa, Inc. | Co‑founder & CEO | Potential domain expertise in oncology therapeutics |
| Academic/clinical | University of Western Ontario; London Regional Cancer Program | Professor; Staff oncologist | Ongoing roles |
Expertise & Qualifications
- Oncology clinician‑scientist with multi‑decade practice; academic appointment since 2008; lecturer and advisory roles with major pharma; patents in drug resistance modulation .
- Committee leadership experience (Chair, Corporate Governance & Nominating) and R&D oversight participation, aligning scientific depth with governance .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (incl. options exercisable ≤60 days) | 1,298 shares |
| Ownership as % of outstanding | <1% (asterisk indicates less than 1%) |
| Options exercisable within 60 days (included above) | 1,284 |
| Shares pledged/hedged | Prohibited by policy (no hedging/pledging/shorts/options by officers/directors) |
| Director ownership guidelines | Not disclosed in proxy |
Governance Assessment
- Strengths: Independent director; chairs CG&N Committee; strong domain expertise; solid meeting engagement (Board 10/11; CG&N 2/2); robust governance policies (anti‑hedging/pledging; Clawback; independent committees; regular executive sessions) .
- Alignment: Receives modest equity via options and standard cash retainer; no per‑meeting fees; option exercise priced at FMV; annual director comp capped at $500k .
- RED FLAGS / Watch items:
- Low personal ownership (<1%) may limit direct financial alignment with shareholders .
- Board has no term limits; Vincent’s long tenure (since 2007) raises standard refresh considerations, though he remains classified as independent .
- R&D Committee did not meet in 2024; ensure active oversight as development milestones accelerate .
- Broader dilution risk from proposed share reserve increase (not director‑specific but a Board action): +458,126 shares (~17.9% of outstanding) under 2021 plan amendment —investors should monitor grant discipline and burn rate trends (2024 burn rate 1.95%) .
Director Compensation Summary (FY 2024)
| Name | Cash Fees (USD) | Option Awards FV (USD) | Total (USD) |
|---|---|---|---|
| Mark D. Vincent | $85,000 | $4,522 | $89,522 |
Related Party & Conflicts
- Related‑party transactions: None above the lesser of $120,000 or 1% of average total assets in the last two fiscal years for any director or immediate family member .
- Conflict handling: Directors recuse from matters where they have a material interest; CG&N Committee monitors disclosures .