Renee Tannenbaum

About Renee P. Tannenbaum

Independent director at Cardiff Oncology (CRDF) since June 2021; age 73 as of April 28, 2025. Pharm.D. from Philadelphia College of Pharmacy and Sciences, MBA from Temple University, and B.S. in Pharmacy from the University of Connecticut. Deep commercial leadership in biopharma across Merck, Bristol Myers Squibb, Novartis, Elan Pharmaceuticals, AbbVie, and Halozyme; currently serves on public company boards and advises life sciences companies .

Past Roles

Organization	Role	Tenure	Committees/Impact
Halozyme, Inc.	Vice President, Global Partnering	Aug 2016 – Dec 2021	Led BD and alliance execution
AbbVie	Head of Global Customer Excellence	Oct 2012 – Jan 2016	Built commercial capabilities
Myrtle Potter & Company, LLC	President	Apr 2011 – Oct 2012	Consulting/advisory firm leadership
Elan Pharmaceuticals, Inc.	EVP & Chief Commercial Officer	May 2009 – Jan 2011	Revenue leadership; pipeline commercialization prep
Novartis Pharma AG	Global Commercial Operations Lead	~2006 – ~2009 (3 years)	Global commercial ops leadership
Bristol Myers Squibb	Various leadership roles	9 years	Operations and general management
Merck & Co., Inc.	Various leadership roles	16 years	Operations and general management

External Roles

Company	Role	Tenure	Notes
ANI Pharmaceuticals, Inc.	Director	Mar 2022 – Present	Public specialty pharma
Zogenix, Inc.	Director	Jan 2015 – Mar 2022	Former public biotech
Nordic Nanovector ASA	Director	Apr 2016 – Aug 2016	Public (Norway)
Cipher Pharmaceuticals, Inc.	Director	Apr 2016 – Aug 2016	Public (Canada)
Sharps Compliance Inc.	Director	Nov 2012 – Nov 2014	Public healthcare services
Immune Pharmaceuticals, Inc.	Director	Aug 2011 – Oct 2012	Private company

Board Governance

Independence: Determined independent by the Board; CRDF’s Board majority is independent .
Committee leadership: Chair, Compensation Committee; members Drs. Pace and Markin; Aon retained as independent compensation consultant, with no conflicts identified .
Attendance: Board held 18 meetings in FY2024; Compensation Committee held 3; no director attended fewer than 95% of aggregate Board and committee meetings .
Anti-hedging: Insider Trading Policy prohibits hedging transactions for directors and officers .
Equity plan guardrails: No option repricing without shareholder approval; no evergreen; no tax gross‑ups; minimum one‑year vesting (limited exceptions); clawback applies to awards; director annual compensation capped at $500,000 ($750,000 in initial year) .
Executive sessions: Independent directors meet separately on a regular basis .

Fixed Compensation (Director)

Component (2024)	Amount ($)	Detail
Annual Board Retainer (Member)	65,000	Non‑employee director
Compensation Committee Chair Fee	10,000	Committee chair
Total Cash Fees Earned	75,000	Paid quarterly in arrears

Performance Compensation (Director + Committee Oversight)

Equity Grant (2024)	Grant Date	Options (#)	Exercise Price ($)	Vesting	Grant Date Fair Value ($)
Annual Director Option Grant	2024	29,700	2.33	100% on 1‑year anniversary	56,460

Compensation Committee performance framework (executive bonus metrics set under Tannenbaum’s chairmanship): | Metric Category | Weight | Assessment / Payout Earned | |---|---|---| | Onvansertib clinical/CMC/FDA design | 65% core; 30% stretch | Payout earned 50% of total target opportunity | | Lifecycle management | 10% core | Payout earned 10% of total target opportunity | | Corporate activities (investor/partner engagement, runway) | 25% core; 10% stretch TSR | Payout earned 35% of total target opportunity | | Aggregate Corporate Goal Achievement (2024) | — | 95% achieved |
Executive bonus targets (context for committee oversight): CEO 55% target; CMO 45%; CFO 45%; actual payouts $319,030, $186,883, $203,556 respectively .

Other Directorships & Interlocks

Current public board: ANI Pharmaceuticals (potential market interlock assessment: no CRDF related‑party transactions disclosed) .
Compensation Committee interlocks: None with entities having CRDF executives on their boards/comp committees in FY2024 .

Expertise & Qualifications

Commercial leadership across Big Pharma and biotech; BD partnering, alliance management, and global commercialization .
Advanced degrees in pharmacy and business; brings commercial strategy and operational scaling expertise .

Equity Ownership

Holder	Beneficial Ownership (Shares)	% Outstanding	Notes
Renee P. Tannenbaum, Pharm.D.	148,201	<1%	Includes 128,201 options exercisable within 60 days of Apr 28, 2025
Options Outstanding (12/31/2024)	128,201	—	98,501 exercisable; 29,700 unexercisable (2024 grant)

Pledging/Hedging: Hedging prohibited; pledging not disclosed .
Ownership guidelines: Not disclosed for directors .

Governance Assessment

Strengths: Independent director with significant commercial and partnering expertise; chairs Compensation Committee with independent consultant (Aon) and no identified conflicts; robust guardrails on equity plan (no repricing, no gross‑ups, clawbacks, minimum vesting); strong attendance; independent director majority and regular executive sessions—supportive of board effectiveness .
Alignment: Director pay mix blends cash retainer and time‑vested options; director compensation capped; anti‑hedging policy enhances alignment; beneficial ownership includes meaningful options that align value with shareholder price appreciation .
Risks/RED FLAGS: No related‑party transactions disclosed in 2024 (positive); watch list includes external commitments (ANI Pharmaceuticals board, consulting/advisory roles) relative to CRDF’s Corporate Governance Guidelines consideration of time commitments, though there are no formal board limits—continued monitoring warranted .
Signals: Compensation Committee’s structured performance metrics and market‑anchored pay philosophy (base ~50th percentile, annual incentives 50th–75th, long‑term equity ~60th) suggest disciplined pay‑for‑performance oversight; annual say‑on‑pay conducted; shareholder engagement integral to committee process .