Frank Morich, M.D., Ph.D.
About Frank Morich, M.D., Ph.D.
Independent director since February 5, 2023; age 71 as of April 1, 2025. He holds both M.D. and Ph.D. degrees from the University of Marburg (immunology) and previously served as a military physician before senior leadership roles in global pharma and biotech . Tenure on CATX’s board: ~2 years (appointed with the Viewpoint merger) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takeda Pharmaceuticals | Chief Commercial Officer; EVP International Operations | 2011–2014; 2010–2011 | Global commercial and international operations oversight |
| NOXXON Pharma AG | Chief Executive Officer | 2008–2010 | Led clinical-stage drug development |
| Innogenetics N.V. | CEO and Board Member | 2005–2007 | Led international in vitro diagnostics firm |
| Bayer AG | Board of Management; Head of Global Product Development; Head of R&D | Prior to 2005 | Ran global product development and R&D |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CUE Biopharma (NASDAQ: CUE) | Chairman | Since April 2021 (Director since Aug 2018) | Protein therapeutics in immune-oncology/autoimmunity |
| Aphaia Pharma | Executive Chairman | Since June 2022 | Metabolic disorders (obesity, diabetes) |
| MorphoSys | Director | 2015–2021 | Antibody development focus |
| Innate Pharma | Director | 2004–2010 | Antibody development focus |
Board Governance
- Independence: Board determined Morich is independent; also independent for Audit, Compensation, and Nominations committees .
- Committee roles: Audit (member), Compensation (member), Nominations & Corporate Governance (Chair) .
- Attendance: Each current board member attended at least 75% of aggregate board and committee meetings in FY 2024; the board met 7 times, Audit 4, Compensation 7, Nominations 2 .
- Structure: CATX separates Chair and CEO roles to enhance independent oversight; independent directors meet at least annually in executive session .
| Committee | Role for Morich | FY 2024 Meetings | Independence Status |
|---|---|---|---|
| Audit | Member | 4 | Independent |
| Compensation | Member | 7 | Independent |
| Nominations & Corporate Governance | Chair | 2 | Independent |
Fixed Compensation (Director)
| Component | Policy | 2024 Actual (USD) |
|---|---|---|
| Annual cash retainer | $60,000 for non-employee directors | $60,000 |
| Committee chair fee | $15,000 per chair | $15,000 (Nominations Chair) |
| Total cash fees | Sum of retainer + chair | $75,000 |
Performance Compensation (Director)
- Equity structure: Each non-employee director was granted 23,000 stock options in 2024, 10-year term, 100% vesting on first anniversary of grant; exercise price at grant-date close .
- Grant value: Morich’s 2024 option award grant-date fair value was $192,540 (ASC 718) .
- Option holdings: As of December 31, 2024, Morich held 226,747 options outstanding (aggregate) .
| Metric | 2024 |
|---|---|
| Annual director option grant (count) | 23,000 options; 100% vest at first anniversary; 10-year term |
| Grant-date fair value (USD) | $192,540 |
| Options outstanding (count) | 226,747 (as of 12/31/2024) |
No director RSUs/PSUs or performance metrics are disclosed for director compensation; awards are time-based options .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Overlap |
|---|---|---|
| CUE Biopharma | Chairman | No CATX-related transactions disclosed; independent role |
| Aphaia Pharma | Executive Chairman | No CATX-related transactions disclosed |
| MorphoSys; Innate Pharma | Former director | Historical service; no current CATX transactions disclosed |
Expertise & Qualifications
- Deep biopharma operating experience (Takeda CCO/EVP; Bayer Board of Management; multiple biotech CEO roles) .
- Scientific credentials (M.D./Ph.D., immunology, monoclonal antibodies) .
- Governance experience (chairs Nominations at CATX; Chairman at CUE) .
Equity Ownership
| As of April 2, 2025 | Common Shares | Options exercisable within 60 days | % of Class |
|---|---|---|---|
| Frank Morich, M.D., Ph.D. | 0 | 192,002 | <1% |
Insider trading policy prohibits hedging and pledging of company stock; supports alignment and mitigates collateral risk .
Governance Assessment
- Strengths: Independent director with extensive pharma leadership; chairs Nominations; serves on Audit and Compensation; board uses independent compensation consultants (Aon in 2024; Anderson Pay Advisors in 2023) and peer benchmarking; clawback policy in place .
- Alignment: Director pay balanced between cash and time-based options; no shares owned as of record, but meaningful options; hedging/pledging prohibited .
- Engagement: Attendance meets ≥75% threshold; all board members attended the most recent annual meeting; say-on-pay passed at 2025 Annual Meeting (approval noted; percentages not disclosed) .
- Oversight context: Material related-party arrangements involve Lantheus (15.77% holder) with investment, option, and facility agreements; reviewed/approved under the Related Party Transaction Policy and overseen by Audit Committee, which includes Morich .
RED FLAGS
- Lantheus strategic/ownership influence and rights (board observer, participation rights, option/license) can create governance complexity; demands robust independent oversight by Audit/Nominations committees .
- Board average tenure is relatively short post-merger, increasing execution/oversight demands; sustained attendance and committee rigor partly mitigate .
Insider Trades (Selected)
| Date | Filing | Note |
|---|---|---|
| Dec 14, 2023 | Form 4 (CATX) | Statement of changes in beneficial ownership |
| Mar 5, 2025 | Insider activity listing | Morich shown as director filer (aggregator site) |
Compensation Committee Analysis (Context)
- Committee composition: Williamson (Chair), Henson, Morich — all independent; authority to engage compensation consultants .
- Consultants: Aon (2024), Anderson Pay Advisors (2023) engaged for program and peer review .
- 2024 peer group used for benchmarking comprises 21 oncology/biotech companies (e.g., ALX Oncology, Fusion Pharmaceuticals, Relay Therapeutics) .
Related Party Transactions (Exposure Overview)
- Lantheus Investment Agreement: 5,634,235 shares at $3.70 (Jan 2024) with observer and participation rights; additional private placement shares (Mar 2024) .
- Progenics APA: Acquisition of radiopharmaceutical manufacturing assets for $8.0 million (Mar 2024) .
- Somerset office license/access agreement with Lantheus (Aug 2024) .
- Review/approval governed by Related Party Transaction Policy; Audit Committee oversight .
Director Compensation Policy (Structure)
- Non-employee director cash: $60,000 annual retainer; $15,000 per committee chair; Board Chair +$30,000 .
- Equity: Annual grant of 23,000 options (10-year term; 100% vesting at first anniversary; strike at grant-date close) .
- 2024 totals for Morich: $75,000 cash; $192,540 option award; $267,540 total .
Say-On-Pay & Shareholder Feedback
- 2025 Annual Meeting: advisory say-on-pay approved (no percentages disclosed in 8-K summary) .
Compliance & Policies
- Clawback/recoupment policy for performance-based compensation in case of restatement .
- Insider Trading Policy prohibits hedging/pledging, short sales, and derivatives for Covered Persons .
- Equity grant timing not coordinated with material nonpublic information; grant-date price at market close .
Equity Ownership Alignment Summary
| Item | Detail |
|---|---|
| Beneficial ownership | 0 common shares; 192,002 options exercisable within 60 days; <1% of class |
| Pledging/hedging | Prohibited by policy |
| Director grant cadence | Annual options; time-based vesting |
Conclusion for Investors
- Morich brings strong operating and scientific credentials and leads board refresh/governance as Nominations Chair, with active roles on Audit and Compensation committees .
- Director compensation is modest in cash and primarily time-based options; no performance-linked equity disclosed for directors, but clawback and trading restrictions strengthen alignment .
- Lantheus-related arrangements are material; continued independent committee oversight (including Morich’s Audit/Nominations roles) is key to mitigating influence risk .