Leo T. Furcht
About Leo T. Furcht
Independent director since May 2019; age 78. Allen-Pardee Professor of Cancer Biology and Head of the Department of Laboratory Medicine & Pathology at the University of Minnesota; >180 scientific publications and >30 patents; co-founded medical technology companies South Bay Medical (acquired by Mentor) and Diascreen (acquired by Chronimed) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Minnesota (Dept. of Laboratory Medicine & Pathology) | Head; Allen-Pardee Professor | Current (as of proxy date) | Leads molecular pathology/genomics; tumor cell behavior research |
| University of Minnesota Physicians | Chairman of the Board | 2004–2014 | Oversight of ~700-physician practice plan |
| University of Minnesota Biomedical Engineering Center | Founding Director | 1990–2001 | Established stem cell and molecular diagnostics expertise |
| South Bay Medical | Co-founder | Not disclosed | Company later acquired by Mentor Corporation |
| Diascreen | Co-founder | Not disclosed | Diagnostics company later acquired by Chronimed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Minnesota | Allen-Pardee Professor; Department Head | Current | Academic leadership in molecular pathology/genomics |
| University of Minnesota Physicians | Board Chair | 2004–2014 | Governance of large academic practice plan |
Board Governance
- Independence: The Board determined Dr. Furcht is independent under Nasdaq Listing Rules .
- Committee assignments (2024): Compensation Committee member; Nominating & Corporate Governance Committee member .
- Board/committee activity and attendance: Board met 5x; Compensation 4x; Nominating & Governance 1x; all directors attended ≥75% of Board and committee meetings; independent directors meet periodically; Audit Committee held one executive session .
- Board leadership: CEO is also Chairman; no Lead Independent Director .
- Clawback: Company adopted a clawback policy per Nasdaq Rule 5608, administered by the Compensation Committee .
- Insider trading/pledging policy: Directors prohibited from holding CELC stock in margin accounts, pledging, or hedging company securities .
| Committee | Member? | Chair? | 2024 Meetings | Notes |
|---|---|---|---|---|
| Compensation | Yes | Not disclosed | 4 | Oversees exec and director comp; equity plans; clawback |
| Nominating & Corporate Governance | Yes | Not disclosed | 1 | Director qualifications, slate recommendation, governance practices |
| Audit | No (members: Dalvey, Nigon, Murphy) | Chair: Nigon | 5 | Financial reporting, internal controls, related-party review |
Fixed Compensation
| Item | FY 2024 Amount/Terms | Vesting/Date | Source |
|---|---|---|---|
| Cash retainer | $27,500 (two quarters at $6,250; two at $7,500) | N/A | |
| Annual equity grant policy (May 2024–Apr 2025) | $80,000 FMV equity + $30,000 cash retainer + expense reimbursement | N/A | |
| 2024 equity award (grant date) | Stock option, 8,153 shares, exercise price $14.83 (granted June 4, 2024) | 100% vest on April 30, 2025 | |
| FY 2024 total director compensation | $107,500 (Cash $27,500; Option award $80,000) | N/A |
Performance Compensation
- No performance-based metrics disclosed for non-employee director compensation (annual grants are fixed-value equity and cash retainer) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Furcht in CELC’s 2025 proxy . |
| Prior public company boards (recent 5-year period) | None disclosed for Dr. Furcht in director biography . |
| Interlocks/conflicts | No related-party transactions disclosed involving Dr. Furcht; Audit Committee reviews related-party transactions . |
Expertise & Qualifications
- Oncology and translational medicine expertise; >180 publications; >30 patents; startup experience in biotech/medtech .
- Not designated an “audit committee financial expert” (designation held by Dalvey and Nigon) .
Equity Ownership
| Metric | Value | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 91,478 | March 17, 2025 | Includes shares acquirable within 60 days |
| Percent of class | <1% | March 17, 2025 | Based on 37,839,392 shares outstanding |
| Options acquirable within 60 days | 80,728 shares | March 17, 2025 | Footnote specifies breakdown by director |
| Restricted stock held | 0 shares | Dec 31, 2024 | Director-specific restricted stock holdings |
| Hedging/pledging | Prohibited by policy for directors | Policy effective | Insider trading policy scope |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Ownership After | Filing |
|---|---|---|---|---|---|
| 2025-05-19 | Option award | 14,048 | $0 | 14,048 (direct) | |
| 2024-06-04 | Option award | 8,153 | $0 | 91,478 (beneficial; proxy) | |
| 2024-12-02 | Option exercise | 250 | $3.60 | 10,750 (direct) | |
| 2024-12-02 | Option exercise (cashless) | 250 | $0 | 10,750 (direct) |
Notes: SEC XML for 2025-05-21 filing confirms attorney-in-fact signature for Leo Furcht . StreetInsider log shows Form 4 filed June 6, 2024 for the June 4 option award .
Governance Assessment
- Strengths: Independent status; deep oncology and translational medicine expertise aligned with CELC’s clinical-stage focus; active roles on Compensation and Nominating committees; policy prohibiting pledging/hedging supports alignment .
- Alignment: Holds 91,478 shares beneficially with significant option exposure; annual director equity grant ($80,000) emphasizes equity-based alignment .
- Risks/RED FLAGS:
- Board structure: Combined CEO/Chairman with no Lead Independent Director reduces independent oversight .
- Change-in-control acceleration: All outstanding director awards accelerate upon corporate transaction/Change in Control, which can reduce retention incentives during strategic events .
- Family relationship on Board (CEO and CSO are in-laws) is a board-level governance consideration, though not directly tied to Dr. Furcht .
- Engagement: Attendance meets threshold (≥75%); independent director executive sessions occur but limited audit executive sessions (once) .
Director Compensation Structure Analysis
- Mix: Cash retainer + fixed-value equity award; in 2024 Dr. Furcht elected options rather than restricted stock, with 1-year vesting to April 30, 2025 .
- No performance metrics: Director equity grants are time-based; no TSR/EBITDA/ESG performance conditions disclosed for director awards .
- Change-of-control terms: Full acceleration for director awards upon corporate transaction/Change in Control, per plan amendments and committee action in Feb 2024 .
Related Party Transactions
- None disclosed involving Dr. Furcht. Company policy requires Audit Committee review/approval of related person transactions >$120,000 and oversight of independence conflicts .
Compensation & Incentives — Plan Provisions Relevant to Directors
- 2017 Stock Incentive Plan: Authorizes stock options, RSAs, SARs, RSUs, performance awards, stock bonuses; 10-year max option term; change-in-control treatment includes possible assumption, substitution, settlement, or termination; board has discretion for acceleration; Feb 13, 2024 action provided full acceleration upon a subsequent Change in Control; director awards accelerate upon consummation of a corporate transaction .
- Director compensation policy (May 2024–Apr 2025): $80,000 equity + $30,000 cash retainer; 2024 actual cash paid $27,500 due to quarterly rate changes .
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation scheduled at 2025 annual meeting; no voting outcomes disclosed in proxy .
Employment & Contracts (Director)
- Indemnification agreements in place for all directors .
Stock Ownership Guidelines
- No director-specific ownership multiple disclosed; insider policy prohibits margin accounts, pledging, and hedging .