Mark Erlander

About Mark Erlander

Mark Erlander, Ph.D. (age 65), is Cardiff Oncology’s CEO (since May 2020) and a director (since June 2020). He previously served as Chief Scientific Officer (2013–2020). He holds a B.S. (UC Davis), M.S. (Iowa State), and Ph.D. in Neuroscience (UCLA), has 56 issued patents, and has co-authored 100+ scientific publications . Cardiff is pre‑revenue; 2024 net loss was $45.4M (2023: $41.4M; 2022: $38.7M). Total shareholder return (TSR) for an initial $100 investment measured by the company was $72 in 2024 (2023: $25; 2022: $23) . The Board separates Chair and CEO roles (Chair: Dr. Rodney Markin), enhancing oversight independence .

Past Roles

Organization	Role	Years	Strategic impact
Cardiff Oncology	Chief Executive Officer; Director	2020–present	Leads clinical strategy for onvansertib; raised capital; advanced pivotal-enabling plans .
Cardiff Oncology	Chief Scientific Officer	2013–2020	Built translational/clinical programs and biomarker strategy .
bioTheranostics (bioMérieux)	Chief Scientific Officer	2008–2013	Led oncology molecular diagnostics R&D .
Arcturus/AviaraDx	Chief Scientific Officer	2000–2008	Led diagnostics platform prior to bioMérieux acquisition .
Johnson & Johnson	Group Leader / Research Fellow (Drug Discovery)	1994–2000	Advanced therapeutics discovery capabilities .
Scripps Research	Postdoctoral Fellow; Assistant Professor	1991–1994	Academic research in molecular biology .

External Roles

Proxy biography lists no current external public company directorships for Dr. Erlander beyond Cardiff’s board .

Fixed Compensation

Metric	2023	2024
Base salary ($)	594,400	610,584
Target annual bonus (% of salary)	55%	55%
Actual annual cash bonus ($)	280,394	319,030

Performance Compensation

Equity mix and “at-risk” pay:
- 2023: 61.6% of CEO comp performance-based .
- 2024: 75% of CEO target comp performance-based .

Incentive element	Metric/Design	Weight	Target	Actual/Payout	Vesting
Annual cash (corporate objectives)	Clinical progress (CRDF‑004 enrollment/data; dose/CRDF‑005 design; CMC; FDA)	65%	Achievement vs detailed milestones	Payout earned: 50% of total target opportunity	N/A
Annual cash (lifecycle)	Lifecycle mgmt plan and initiation	10%	As defined by plan	Payout earned: 10% of total target opportunity	N/A
Annual cash (corporate/TSR)	Investor/partnering, cash runway; stretch: TSR > 60th percentile	25% core; 10% stretch noted	Operational + TSR	Payout earned: 35% of total target opportunity	N/A
2024 Options	510,000 options (grant-date FV $1,471,762)	—	—	Granted	25% on 3/7/2025; then 10,625/month 4/7/2025–3/7/2028

Overall, the Compensation Committee determined 95% achievement of 2024 corporate goals; CEO bonus paid accordingly .

Equity Ownership & Alignment

Item	Apr 22, 2024	Apr 28, 2025
Beneficial ownership (shares)	1,085,451	1,563,030
Ownership (% of outstanding)	2.4% (out of 44,710,391)	2.3% (out of 66,525,854)
“Within 60 days” exercisable options included	1,060,970	1,538,549
Anti‑hedging policy	Hedging prohibited for all insiders
Pledging	No pledging policy disclosure in proxy; none noted .

Outstanding CEO option tranches and vesting (examples):

510,000 options at $3.51: 127,500 vest 3/7/2025; 10,625 vest monthly 4/7/2025–3/7/2028 .
210,903 exercisable / 271,161 unexercisable at $1.72: 10,043 vest monthly 4/15/2024–3/15/2027 .
254,436 exercisable / 115,665 unexercisable at $2.50: 7,711 vest monthly 4/9/2023–3/9/2026 .

Equity program context:

Equity overhang: 17.3% as of 3/31/2025 .
Burn rate (2024/2023/2022): 4.0% / 4.8% / 4.0% .
2021 Plan share reserve increase proposed to 12,150,000 in 2025; minimum 1‑yr vesting; no repricing, no evergreen, no tax gross‑ups; clawback applies .

Employment Terms

Provision	Key terms
Agreement	Amended and restated employment agreement dated Feb 22, 2021; auto‑renews annually after Feb 21, 2024 unless notice .
Current base and bonus opportunity	Base currently $635,000; bonus up to 55% of base, performance‑based .
Severance (no change in control)	If terminated without cause or for good reason: 12 months base salary; bonus/benefits eligibility for 12 months (subject to release), plus accrued amounts .
Change‑of‑control (double trigger/pending)	If (i) without cause within 12 months before a pending CoC, (ii) for good reason within 12 months after CoC, or (iii) without cause upon/within 12 months after CoC: same cash severance as above; all unvested equity immediately vests (timing mechanics per agreement) .
Clawback	Company‑wide clawback policy adopted in 2023; plan awards subject to recoupment .
Benefits/perqs	Standard benefits; no defined‑benefit pension; no non‑qualified deferred comp; no material perquisites; 401(k) without match .

Illustrative 2023 potential payouts (company’s disclosed example, stock price $1.48 on 12/29/2023):

Scenario	Accelerated equity ($)	Cash payments ($)	Total ($)
Termination without cause (outside CoC)	—	937,719	937,719
Qualifying termination in connection with CoC	965,018	937,719	1,902,737

Board Governance

Role: CEO and Director; not independent (management director) .
Board leadership: Independent Chair (Dr. Rodney Markin); CEO and Chair roles separated .
Committees: Dr. Erlander does not serve on Board committees; Audit, Compensation, and Nominating committees are fully independent .
Attendance: In 2024, no director attended fewer than 95% of Board/committee meetings .

Performance & Track Record

2024 operational highlights under Erlander’s leadership:
- Dosed first patient in CRDF‑004 randomized trial (RAS‑mutant mCRC); announced positive initial data in Q4 2024 .
- Raised $40M (Q4 2024) extending cash runway .
- New U.S. patent (No. 12,144,813; expiring no earlier than 2043) covering onvansertib + bevacizumab in KRAS‑mutant mCRC (bev‑naïve) .
- Phase 2 onvansertib combo data published in Journal of Clinical Oncology; additional preclinical data presented at AACR and SABCS .
Pay‑versus‑performance and TSR: CAP rose with option values in 2024; net losses remain consistent with clinical‑stage status; TSR improved in 2024 vs 2023 per company’s required table .

Compensation Structure Analysis

Market positioning and governance:
- Base salary targets ~50th percentile; long‑term equity ~60th percentile; cash bonus targets ~50th–75th percentile of peers; Aon engaged as independent advisor; independence affirmed .
- 2024 increased “at‑risk” pay mix vs 2023 (75% vs 61.6%) aligning pay with milestones and TSR .
- Plan prohibits repricing/evergreen; requires min 1‑year vesting; includes clawback; no plan‑level tax gross‑ups .
Dilution/overhang considerations:
- Share reserve increase to 12.15M proposed in 2025; overhang 17.3% as of 3/31/2025; burn ~4% in 2024—monitoring equity usage and potential dilution is prudent .

Investment Implications

Alignment: High equity/option exposure (multi‑year monthly vesting) aligns CEO incentives with long‑term value creation and clinical milestones; anti‑hedging reduces misalignment risk .
Retention and CoC economics: Standard biotech severance (12‑month cash; double‑trigger acceleration around CoC) provides retention but can concentrate upside near strategic transactions—important for M&A scenario modeling .
Execution risk: 2024 progress (CRDF‑004 data, IP extension, capital raise) supports the strategic plan; however, sustained net losses and equity dependence (overhang/burn) imply ongoing financing and clinical execution risk .
Governance: Independent Chair and fully independent key committees are positives; CEO is not on committees; Board attendance strong .

No related‑party transactions were reported; insider hedging is prohibited; the 2021 Plan includes a clawback and other shareholder‑friendly features (no repricing, no evergreen) **[1213037_0000950170-25-060074_crdf-20250429.htm:53]** **[1213037_0000950170-25-060074_crdf-20250429.htm:12]** **[1213037_0000950170-25-060074_crdf-20250429.htm:28]** **[1213037_0000950170-25-060074_crdf-20250429.htm:27]**.