Douglas Swirsky
About Douglas J. Swirsky
Douglas J. Swirsky (age 55) is an independent director of Cellectar Biosciences, serving on the Board since April 2017 and as Chairman since August 2017. He is currently CFO of MaxCyte, Inc. (public life sciences) and previously held CEO/CFO roles at Rexahn Pharmaceuticals and GenVec; earlier he worked in investment banking at Stifel, UBS, PaineWebber, Morgan Stanley, and Legg Mason, and in public accounting/consulting. He holds a B.S. in Business Administration (Boston University) and an MBA from Northwestern Kellogg, is a CFA charterholder and a licensed CPA (Maryland), and has NACD Directorship Certification and the CERT Certificate in Cybersecurity Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rexahn Pharmaceuticals | President, CEO, Director (prior: President & CFO) | Nov 2018–Nov 2020 (C-suite); Jan 2018–Nov 2018 (President & CFO) | Led as principal executive and financial officer |
| GenVec, Inc. | President & CEO; prior SVP, CFO, Treasurer, Corporate Secretary | 2013–Jun 2017 (CEO); 2006–2013 (CFO/Treasurer/Secretary) | Principal executive and finance leadership through clinical-stage operations |
| AavantiBio, Inc. | CFO & Treasurer; Interim President & Director (earlier) | Feb 2021–Dec 2022 (CFO); May 2020–Oct 2020 (Interim President & Director) | Finance leadership; interim executive oversight |
| Investment Banks (Stifel, UBS, PaineWebber, Morgan Stanley, Legg Mason) | Investment banker | Various | Transaction execution and advisory background |
| Public accounting/consulting | CPA | Various | Technical accounting and controls experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MaxCyte, Inc. (public) | Chief Financial Officer | Since Mar 2023 | Senior finance leadership at life sciences tools firm |
| NeuroBo Pharmaceuticals, Inc. | Director (within past five years) | Not specified | Prior public board experience |
Board Governance
- Status: Independent director under SEC/Nasdaq; all committee members (Audit, Compensation, Nominating) are independent .
- Role: Chairman of the Board (independent). Duties include overseeing governance, approving agendas, presiding at meetings, facilitating board–management communication, director education, and shareholder engagement .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member. Not a committee chair (chairs: Compensation—John Neis; Nominating—Stefan Loren; Audit—Frederick Driscoll) .
- Attendance: Board met 5 times in 2024; each director attended all Board and assigned committee meetings; all directors attended the 2024 annual meeting .
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | Independent | 2 |
| Nominating & Corporate Governance | Member | Independent | 1 |
| Audit | Not a member | N/A | 4 (committee composition and meeting count for context) |
- Independent director executive sessions: expected at least twice per year .
- Compensation Committee consultant: Aon/Radford retained as independent advisor in 2021; no other work for the Company .
- Related party transactions: No director-related transactions ≥$120,000 since Jan 1, 2023; financing transactions involved >5% holders, not directors .
Fixed Compensation
| Year | Cash Director Fees ($) | Notes |
|---|---|---|
| 2024 | 90,000 | Quarterly cash fee of $22,500 for Chairman vs $15,000 for other non-employee directors |
- No separate meeting fees disclosed; reimbursement of reasonable expenses .
Performance Compensation
| Grant Considered Date (ASC 718) | Approval Context | Instrument | Shares | Exercise Price ($/sh) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024 (approved Dec 15, 2023, contingent on stockholder approval) | 2021 Plan amendment approved at 2024 annual meeting | Stock options | 90,000 | 2.58 | Full vest on first anniversary, subject to continued service | 222,300 |
- Total option awards outstanding as of Dec 31, 2024: 161,925 options for Swirsky .
- No performance metrics tied to director equity grants; vesting is time-based .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| MaxCyte, Inc. | CFO | No CLRB-related transactions disclosed; independence affirmed |
| NeuroBo Pharmaceuticals | Former director (within past five years) | Historical board service; no CLRB-related transactions disclosed |
Expertise & Qualifications
- Financial leadership: CEO/CFO roles across biotech; investment banking experience; public accounting background .
- Certifications: CFA charterholder; CPA (Maryland); NACD Directorship Certification; CERT Cybersecurity Oversight certificate .
- Governance: Independent Chair with defined duties; Board uses annual performance evaluations .
- Risk oversight: Involvement in Board’s oversight of operational, financial, legal, regulatory, strategic, and cybersecurity risks (updates to Audit Committee from CFO) .
Equity Ownership
| Holder | Common Stock Outstanding | Right to Acquire (within 60 days) | Total | Ownership % |
|---|---|---|---|---|
| Douglas J. Swirsky | 2,500 | 161,925 | 164,425 | <1% |
- Hedging/pledging: Company policy prohibits hedging and pledging; Audit Committee has not granted exemptions since policy adoption .
Governance Assessment
- Independence and roles: Independent Chairman with active governance responsibilities; committees staffed entirely by independent directors .
- Engagement: Perfect attendance in 2024 Board and committee meetings; attended annual meeting—signals strong engagement .
- Compensation alignment: Simple director pay structure—cash retainer plus time-vested options; incremental pay for Chair role; no performance pay constructs for directors .
- Ownership: Modest direct ownership with meaningful outstanding options; formal prohibition on hedging/pledging supports alignment .
- Potential conflicts: Concurrent CFO role at MaxCyte noted; no related-party transactions or business dealings disclosed with CLRB, mitigating conflict risk .
- RED FLAGS and risk context for investors:
- Restatements: Audit Committee directed re-audits; Company restated 2022–2023 due to misstatements in warrants/preferred stock classifications and expense reclassification—material control and financial reporting risk under Board oversight .
- Nasdaq minimum bid price deficiency and proposed reverse split authority—listing status risk potentially affecting investor confidence and board capital markets strategy .
- Prior auditor’s going-concern explanatory paragraph for 2023—funding and viability risk context for Board oversight .
- Compensation committee independence and use of independent consultant (Aon/Radford) support pay governance quality .
- No compensation committee interlocks or insider participation; no director-related party transactions disclosed—positive governance signal .
Overall, Swirsky’s financial, governance, and cybersecurity credentials, combined with independent chairmanship and full attendance, support board effectiveness; company-level restatement and listing compliance issues are notable governance/controls risks to monitor under his Board leadership .