Asher Chanan-Khan
About Asher Chanan‑Khan
Independent director of Cellectar Biosciences (CLRB) since June 2021; age 56. He is a Professor of Medicine & Oncology at the Mayo Clinic School of Medicine (since Nov 2011) and previously served as Chair of Hematology & Oncology at Mayo Clinic Florida (Oct 2011–Jan 2018). Prior roles include over a decade as an attending physician at Roswell Park Comprehensive Cancer Center and tenured faculty at SUNY Buffalo; medical training at Allama Iqbal Medical College (MBBS), with residency at Columbia University and fellowships in Hematology/Oncology and translational research at NYU. Core credentials: hematology/oncology clinical and translational research expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mayo Clinic School of Medicine | Professor of Medicine & Oncology | Nov 2011–present | Senior clinical/academic leadership in oncology |
| Mayo Clinic Florida | Chair, Hematology & Oncology | Oct 2011–Jan 2018 | Departmental leadership |
| Roswell Park Comprehensive Cancer Center | Attending physician | Over a decade (prior to 2011) | Clinical oncology |
| State University of New York (SUNY) Buffalo | Tenured faculty, Medicine | Not specified | Academic faculty |
| Columbia University (College of Physicians & Surgeons) | Internship/Residency, Internal Medicine | Not specified | Medical training |
| New York University | Fellowships, Hematology & Medical Oncology; translational research | Not specified | Subspecialty and translational research training |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Mayo Clinic School of Medicine | Professor of Medicine & Oncology | Current | Academic leadership in oncology |
Board Governance
- Board independence: The Board determined all directors except the CEO are independent; Dr. Chanan‑Khan is independent. Each member of the Audit, Compensation, and Nominating & Corporate Governance committees is independent.
- Committee assignment: Audit Committee member; Audit Committee met 4 times in 2024; he co‑signed the Audit Committee Report with the Chair.
- Board/committee attendance: The Board met 5 times in 2024; each director attended all Board and committee meetings on which they served (100% attendance). All directors attended the 2024 annual meeting.
- Board leadership: Independent Chairman (Douglas Swirsky) separate from CEO; chairman duties include agenda setting, director education, and shareholder engagement. Independent directors are expected to meet in executive session at least twice per year.
| Governance Item | Detail |
|---|---|
| Director since | June 2021 |
| Independence | Independent director |
| Committees | Audit Committee (member) |
| Committee chair roles | None (Audit chaired by Frederick W. Driscoll) |
| Audit Committee meetings (2024) | 4 |
| Board meetings (2024) | 5; 100% attendance by all directors |
| Annual meeting attendance | All directors attended 2024 annual meeting |
| Board leadership | Independent Chairman separate from CEO |
| Executive sessions | Independent directors expected to meet ≥2x per year |
Fixed Compensation
| Component (Non‑Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly ($15,000 per quarter) |
| Committee membership/meeting fees | Not disclosed | No additional committee fees disclosed in 2024 section |
| Chair/lead fees | N/A for Dr. Chanan‑Khan (Chairman receives higher fees) |
Performance Compensation
| Equity Award | Grant Timing/Type | Shares/Units | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Annual director option grant | Approved Dec 15, 2023; considered granted in 2024 under ASC 718; stock options | 60,000 | $2.58 | Fully vests on 1st anniversary, subject to continued service | $148,200 |
- Equity program: 2024 director compensation disclosures show stock options as the equity vehicle; no RSUs/PSUs disclosed for directors.
- Outstanding director options (as of 12/31/2024): 100,600 options.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | The 2025 proxy biography lists academic/clinical roles for Dr. Chanan‑Khan and does not list other public company directorships. |
| Compensation Committee interlocks (company‑wide disclosure) | None of the Compensation Committee members has been an officer/employee; no executive officer interlocks disclosed. |
Expertise & Qualifications
- Oncology/hematology clinician‑scientist with translational research background; leadership roles at Mayo Clinic (Florida) and academic appointment at Mayo Clinic School of Medicine.
- Medical training across Columbia University and NYU (Hematology/Oncology fellowships and translational research).
Equity Ownership
| Holder | Common Stock Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Asher Chanan‑Khan, M.B.B.S., M.D. | – | 100,600 | 100,600 | <1% |
- Director stock options outstanding: 100,600 (aggregate) as of Dec 31, 2024.
- Hedging/pledging: Company policy prohibits hedging and pledging; no exemptions granted since adoption.
Related‑Party Transactions and Conflicts Check
- Company policy: Related‑person transactions are referred to the Audit Committee/Board; no written policy but committee oversight applied.
- Transactions since Jan 1, 2023: No transactions >$120,000 involving directors or executive officers were entered into, aside from private placements with >5% holders; none identified involving Dr. Chanan‑Khan.
Governance Assessment
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Strengths
- Independent director with 100% attendance and active Audit Committee engagement (signatory on Audit Committee Report), supporting board oversight effectiveness.
- Clear prohibition on hedging/pledging enhances alignment and mitigates downside governance risk.
- Director pay mix emphasizes at‑risk equity (time‑vested options), aligning director interests with shareholders.
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Watch points / potential red flags
- Financial reporting remediation: 2024 dismissal of prior auditor, engagement of Deloitte, re‑audit and restatement for 2022–2023 due to misstatements (warrants, preferred stock classification, expense reclassifications) and previously reported material weaknesses; Audit Committee oversight is explicit, but the restatement heightens scrutiny of financial controls.
- Going concern explanatory paragraph appeared in prior auditor’s 2023 report, signaling historical financial risk backdrop during his audit committee tenure.
- Nasdaq minimum bid price deficiency led to a 2025 reverse split authorization request; while not director‑specific, it frames the governance/market context for the board’s decision‑making.
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Overall implication: Dr. Chanan‑Khan brings deep clinical expertise and demonstrated board engagement (Audit Committee), with incentives aligned via equity. Investors should monitor the company’s internal control remediation and audit outcomes post‑restatement, areas where the Audit Committee (including Dr. Chanan‑Khan) has a central oversight role.