Mani Mohindru
Cardiff OncologyAbout Mani Mohindru
Independent director of Cardiff Oncology (CRDF) since June 2021; age 53. Ph.D. in Neurosciences from Northwestern University; B.S. in Human Biology and Master’s in Biotechnology from All India Institute of Medical Sciences (AIIMS), New Delhi. Current background spans operating leadership (CEO, CFO/CSO) and Wall Street equity research/investment banking. Board-determined independent under Nasdaq and SEC rules; board attendance ≥95% in FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roshon Therapeutics (private) | Co-Founder, President & Director | Current | Oncology/inflammation preclinical focus (stealth) |
| Novasenta (private) | Chief Executive Officer | Prior | Early-stage oncology leadership |
| CereXis (private) | Chief Executive Officer | Dec 2019–Oct 2020 | Company leadership |
| Cara Therapeutics (NASDAQ: CARA) | CFO & Chief Strategy Officer | Aug 2017–Dec 2019 | Finance and strategy for a public biotech |
| Curis (NASDAQ: CRIS) | Chief Strategy Officer; SVP/VP Corp Strategy & IR | 2013–2017 | Corporate strategy and IR at a public biotech |
| ImmTox (private) | Co-founder | 2012 | Early-stage biotech formation |
| ThinkEquity | Senior Biotechnology Analyst | 2011–2012 | Sell-side biotech research |
| Axon Healthcare Company | Partner | 2009–2011 | Strategy consultancy co-founder |
| Capstone Investments; Credit Suisse; UBS | MD/VP/Associate Analyst | Prior | Investment banking and research |
External Roles
| Company | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| CytomX Therapeutics, Inc. | Director | Public | Current public company directorship |
| SAB Biotherapeutics | Director | Private (at time of service) | Prior director role |
Board Governance
- Independence: Determined independent; CRDF has 6 of 7 independent directors including Dr. Mohindru.
- Committee memberships: Audit Committee (member); Corporate Governance/Nominating Committee (member). No chair roles. Audit Committee chaired by Lâle White; Governance/Nominating chaired by Gary W. Pace.
- Attendance/engagement: Board met 18 times in FY2024; Audit 4; Compensation 3; Governance/Nominating 5; no director attended <95% of meetings of Board/committees served. Independent directors meet separately without management regularly.
- Executive sessions: Independent members meet separately on a regular basis.
| Governance Element | Detail |
|---|---|
| Audit Committee service | Member (with Lâle White – Chair; Rodney S. Markin) |
| Governance/Nominating Committee service | Member (with Gary W. Pace – Chair; James O. Armitage) |
| Independence status | Independent per Nasdaq/SEC rules |
| FY2024 attendance | ≥95% of board/committee meetings |
Fixed Compensation (Director)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (Director) | $65,000 (member) |
| Committee cash fees | Audit member $8,000; Governance/Nominating member $4,000 |
| FY2024 fees earned (cash) | $77,000 (sum of above) |
| Annual equity grant (options) | 29,700 options; exercise price $2.33; vest on 1-year anniversary of grant |
| FY2024 option award grant-date fair value | $56,460 (ASC 718) |
| FY2024 total director compensation | $133,460 |
| Director compensation limit (plan) | Cash + grant-date FMV ≤ $500,000 per calendar year; $750,000 in initial year |
Notes: Board uses Aon as independent compensation consultant; Compensation Committee assessed Aon’s independence and found no conflicts.
Performance Compensation (Director)
| Performance Element | Disclosure |
|---|---|
| Performance cash bonus | Not applicable for directors (retainers/fees only) |
| Performance share units (PSUs) | Not disclosed for directors; annual option grants are time-based vesting |
| Option vesting conditions | One-year cliff vest for annual grants; not tied to performance metrics |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| CytomX Therapeutics | Biotechnology/Oncology | Director | No disclosed related-party dealings with CRDF; not identified as a customer/supplier; low interlock risk based on proxy disclosures |
Expertise & Qualifications
- Scientific credentials: Ph.D. Neurosciences (Northwestern); BS Human Biology and Masters in Biotechnology (AIIMS).
- Industry experience: Executive roles across biotech finance/strategy and multiple biotech CEO/CFO positions; prior equity research and investment banking experience.
- Board qualifications: Board cites biopharma leadership and Wall Street experience as qualifications.
Equity Ownership
| Metric (as of dates) | Amount |
|---|---|
| Beneficial ownership (Apr 28, 2025) | 128,201 shares beneficially owned; includes shares issuable upon exercise of options exercisable within 60 days; <1% of outstanding |
| Shares outstanding basis | 66,525,854 shares outstanding (record date Apr 28, 2025) |
| Options outstanding (Dec 31, 2024) | 128,201 options outstanding; 98,501 exercisable |
| Anti-hedging policy | Hedging transactions prohibited for directors/officers/employees |
| Pledging | No specific pledging disclosure; not referenced in insider policy section |
| Ownership guidelines | Director stock ownership guidelines not disclosed in proxy |
Governance Assessment
- Board effectiveness: Strong independence (6/7), committee coverage across Audit and Governance/Nominating; attendance ≥95% signals engagement.
- Compensation alignment: Director pay modest and balanced (cash retainer + option grant); options align with shareholder value via stock price appreciation; director pay caps in equity plan, and clawback applies to awards.
- Conflicts/related-party exposure: No related-party transactions reported in 2024–2025 proxy period; Audit Committee pre-approves related party transactions.
- Shareholder sentiment: Consistent say-on-pay approvals (2023–2025) and equity plan amendments approved; 2025 votes: SOP For 18,881,817; Plan increase For 16,897,666.
- Risk controls: Anti-hedging policy; clawback policy on executive incentives; equity plan clawback covers director awards; Audit Committee financial expertise present.
RED FLAGS
- None disclosed in proxy regarding related-party transactions, hedging/pledging violations, or low attendance. Pledging policy not specifically addressed—monitor for any future disclosure.
Appendix: Committee & Voting References
- Audit Committee membership includes Dr. Mohindru; chair Lâle White; all members independent; financial expert designated.
- Governance/Nominating Committee membership includes Dr. Mohindru; all members independent; oversees conflicts, ESG matters.
- 2025 Annual Meeting vote results: Director elections (Mohindru For 20,590,042; Abstain 1,407,999); SOP For 18,881,817; Equity Plan increase For 16,897,666.
