Carl Gordon

About Carl L. Gordon

Carl L. Gordon, Ph.D., C.F.A., is Chairman of the Board at Compass Therapeutics (CMPX) and has served as a director since 2015. He is a Managing Partner at OrbiMed Advisors LLC (since 1998) and holds a B.A. in Chemistry from Harvard College, a Ph.D. in Molecular Biology from MIT, and was a Fellow at The Rockefeller University; he was age 60 as of April 15, 2025 . The Board maintains a split Chair/CEO structure with Gordon as Chair and the CEO as Vice Chair, to separate oversight from management .

Past Roles

External Roles

Board Governance

• Structure and roles: Chair of the Board (Carl Gordon) separate from CEO; CEO serves as Vice Chairman to assist oversight .
• Independence: Board determined all directors except CEO (Thomas J. Schuetz) are independent under Nasdaq and SEC rules; independence determinations considered associations with >5% holders, including OrbiMed .
• Committee assignments (current): Gordon chairs the Compensation Committee; not listed as a member of Audit or Nominating .
• Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings for the periods served; all directors attended the 2024 annual meeting .
• Committee activity: Compensation Committee met 4 times in 2024; members attended at least 75% .

Fixed Compensation

• Program (standard non-employee director cash retainers, paid quarterly): | Component | Amount (USD) | |---|---| | Annual Director Retainer | $45,000 | | Chairperson of the Board | $15,000 | | Audit Committee Chair | $10,000 | | Audit Committee Member | $5,000 | | Compensation Committee Member | $5,000 | | Nominating & Corporate Governance Committee Member | $5,000 |

• 2024 actual director compensation (Carl Gordon): | Metric | 2024 | |---|---| | Fees Earned or Paid in Cash | $65,000 | | Stock Awards (RSUs/DSUs) | — | | Option Awards (grant-date fair value) | $45,683 | | Total | $110,683 | | Payment Direction (note) | Cash payable to the funds which directors represent |

Note: There is no disclosed additional cash chair fee for Compensation Committee chair; Gordon’s cash appears to reflect $45,000 base + $15,000 Board chair + $5,000 committee membership .

Performance Compensation

• Equity design for non-employee directors: | Metric | Detail | |---|---| | Initial Option Grant (new directors) | 50,000 options; vest in substantially equal monthly installments over 4 years from grant | | Annual Target Option Grant (existing directors) | 40,000 options; vest in substantially equal monthly installments over 4 years from grant | | 2024 Director Stock Awards | None issued in 2024 | | 2024 Director Option Awards (Carl Gordon) | $45,683 grant-date fair value | | Unexercised Options at 12/31/2024 (Carl Gordon) | 130,000 options | | Options Exercisable within 60 days of 3/31/2025 (Carl Gordon) | 72,512 options |

No director-level performance metrics (revenue growth, EBITDA, TSR, ESG) are disclosed for director compensation; awards are time-vested stock options .

Other Directorships & Interlocks

Expertise & Qualifications

• Scientific and investment credentials: Ph.D. in Molecular Biology (MIT), B.A. in Chemistry (Harvard), Fellow at Rockefeller; extensive venture capital and life science industry experience; Board cites scientific expertise and business experience as qualifications for Chair role .
• Independence and governance orientation: Board determined Gordon is independent under Nasdaq and SEC rules, despite affiliation with >5% holders; Board emphasizes risk oversight led by committees and reporting to the full Board .

Equity Ownership

• Insider trading and alignment policies: CMPX’s policy prohibits short sales and derivative transactions in company stock by directors and certain insiders; any purchases or sales of puts, calls, or other derivative securities require advance Audit Committee approval; policy highlights risks of pledging/margin accounts; no pledging by Gordon is disclosed .

Governance Assessment

• Positives

  • Independent Chair with clear separation from CEO; Board emphasizes risk oversight via committees and reports to full Board .
  • Board and committee attendance thresholds met (≥75%); all directors attended the 2024 annual meeting .
  • Compensation Committee independence affirmed; no disclosed interlocks among members .
  • Formal related party transaction policy with Audit Committee oversight; structured review criteria for related-party transactions .

• Risks and RED FLAGS

  • Major stockholder affiliation: Gordon is a Managing Partner at OrbiMed, which beneficially owned 16.2% of CMPX; Gordon’s beneficial ownership is reported at 16.2%, including options, with committee-level influence via Chair and Board Chair roles—heightened potential for perceived conflicts in pay-setting and strategic decisions; Board states independence but investors may scrutinize governance optics .
  • Multiple external boards: Significant outside directorship load (ACET, AVBP, KROS, MBX, TERN, Lomond), raising time-commitment questions for a Chair; though Board endorses the breadth of experience .
  • Cash fees directed to funds represented by directors (e.g., OrbiMed/other sponsor-linked directors), which can complicate individual alignment optics even when equity stakes are substantial .
  • Shared external board interlock: Gordon and CMPX director Mary Ann Gray both serve on Keros Therapeutics’ board; while common in biotech, interlocks can affect information flows and perceived independence .

• Context

  • CMPX does not hold say‑on‑pay votes as an “emerging growth company,” reducing direct shareholder feedback on compensation structure; future transition from EGC status may introduce such votes .
  • Compensation Committee meets regularly (4 times in 2024) and is responsible for both executive and director compensation policies .

Fixed Compensation (Program vs. Actual)

Performance Compensation (Director Equity)

Other Directorships & Interlocks

Expertise & Qualifications

• Scientific credentials (Harvard Chemistry B.A.; MIT Ph.D. in Molecular Biology; Rockefeller Fellow) and extensive venture capital experience underpin board leadership qualifications; the Board explicitly cites scientific expertise and life sciences business experience in supporting his Chair role .

Equity Ownership

Governance Assessment

• Overall: Governance scaffolding (independence determinations, split Chair/CEO, related-party controls, attendance) supports investor confidence; however, concentration of influence via a major shareholder‑affiliated Chair who also chairs Compensation, combined with heavy external board load and fee direction to represented funds, merits ongoing monitoring of board independence, pay decisions, and potential related‑party dynamics .