Rodney Markin
Cardiff OncologyAbout Rodney S. Markin
Rodney S. Markin, M.D., Ph.D., age 68, is an independent director and Chair of the Board at Cardiff Oncology (CRDF), serving as a director since February 2014 and as Chair since December 2020 . He is Chief Operating Officer of the University of Nebraska (since Aug 2017) and has held multiple senior roles at the University of Nebraska Medical Center, including Chief Technology Officer and Associate Vice Chancellor for Business Development (since 2011), Professor of Pathology and Microbiology (since 1985), David T. Purtilo Distinguished Professor (since 2005), and Courtesy Professor of Surgery (since 1990) and Psychiatry (since 2013) . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardiff Oncology (CRDF) | Director; Chair of the Board | Director since Feb 2014; Chair since Dec 2020 | Independent Chair; Board leadership separate from CEO enhances oversight |
| University of Nebraska (system) | Chief Operating Officer | Aug 2017–present | Senior operating executive in large academic health system |
| University of Nebraska Medical Center | Chief Technology Officer; Associate Vice Chancellor, Business Development | 2011–present | Technology commercialization/BD leadership |
| UNMC | Professor of Pathology & Microbiology | 1985–present | Academic leadership; medical/scientific expertise |
| UNMC | David T. Purtilo Distinguished Professor | 2005–present | Recognized academic distinction |
| UNMC | Courtesy Professor of Surgery; Psychiatry | Surgery since 1990; Psychiatry since 2013 | Cross-disciplinary clinical perspective |
| Transgenomic, Inc. | Director | Mar 2007–Dec 2014 | Prior public company board experience |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Children’s Hospital and Medical Center Foundation | Director | Current |
| Keck Graduate Institute | Board of Trustees | Current |
| Make-A-Wish Foundation | Board member | Current |
| PerceptiMed | Director | Since July 2015 |
Board Governance
| Governance Item | Detail |
|---|---|
| Board leadership | CEO and Chair roles separated; Markin serves as independent Chair . |
| Independence | Board determined Markin is independent under Nasdaq/SEC rules; six of seven incumbent directors are independent . |
| Committee memberships | Audit Committee (member); Compensation Committee (member); not on Corporate Governance/Nominating Committee . |
| Committee chairs | Audit Committee chaired by Lâle White (Audit Committee financial expert); Compensation Committee chaired by Renee Tannenbaum . |
| Meetings/attendance (2024) | Board 18; Audit 4; Compensation 3; Governance/Nominating 5 meetings; no director attended fewer than 95% of applicable meetings . |
| Executive sessions | Independent directors meet separately without management on a regular basis . |
| Compensation committee advisor | Aon engaged; Compensation Committee assessed independence and found no conflicts . |
| Interlocks | No compensation committee interlocks involving CRDF’s executive officers in FY2024 . |
| Policies | Code of Business Conduct; anti-hedging policy covers directors; related party transactions reviewed by Audit Committee . |
Fixed Compensation
Standard non-employee director fee schedule (in effect for 2024)
| Component | Chair ($) | Member ($) |
|---|---|---|
| Board annual retainer | 105,000 | 65,000 |
| Audit Committee | 16,000 | 8,000 |
| Compensation Committee | 10,000 | 6,000 |
| Corporate Governance/Nominating Committee | 8,000 | 4,000 |
2024 director compensation – Dr. Markin
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 119,000 |
| Option awards (grant-date fair value) | 56,460 |
| Total | 175,460 |
Director compensation plan features: director pay capped at $500,000 per year ($750,000 in initial year of service); no repricing without shareholder approval; no tax gross-ups; minimum one-year vesting (with limited exception); clawback applies; no dividends on options .
Performance Compensation
2024 annual equity grant structure (non-employee directors)
| Feature | Detail |
|---|---|
| Award type | Stock options |
| 2024 grant size (continuing directors) | 29,700 options |
| Exercise price | $2.33 per share (subject to customary adjustments) |
| Vesting | 100% on the one-year anniversary of grant date |
As of Dec 31, 2024, Dr. Markin held 181,523 stock options outstanding, of which 151,823 were exercisable .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Tenure |
|---|---|---|---|
| Transgenomic, Inc. | Company | Director | Mar 2007–Dec 2014 |
| PerceptiMed | Company | Director | Since July 2015 |
| Children’s Hospital and Medical Center Foundation | Foundation | Director | Current |
| Keck Graduate Institute | Academic | Trustee | Current |
| Make-A-Wish Foundation | Non-profit | Board member | Current |
Compensation Committee interlocks: none involving CRDF’s executive officers in FY2024 .
Expertise & Qualifications
- Medical and scientific credentials (M.D., Ph.D.) with long-standing academic leadership as Professor of Pathology & Microbiology and Distinguished Professor at UNMC .
- Senior operating executive experience as Chief Operating Officer of the University of Nebraska and technology commercialization leadership as CTO/Associate Vice Chancellor for Business Development .
- Prior public company board experience (Transgenomic) and broad network across healthcare non-profits and academia .
Equity Ownership
Beneficial ownership (as of April 28, 2025)
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 212,360 |
| Ownership percentage | <1% |
| Options exercisable within 60 days (included above) | 181,300 |
| Direct ownership | 7,181 shares |
| Indirect ownership | 23,879 shares via Prairie Ventures LLC |
Options position (as of Dec 31, 2024)
| Item | Amount (shares) |
|---|---|
| Options outstanding | 181,523 |
| Options exercisable | 151,823 |
Policy notes relevant to alignment and risk:
- Anti-hedging policy prohibits hedging by directors .
- No related party transactions reported during the covered period .
Governance Assessment
- Board effectiveness: Independent Chair with separation from CEO enhances oversight; high meeting cadence (18 board meetings in 2024) and strong attendance (>95%) indicate engagement .
- Committee influence: Markin serves on both Audit and Compensation Committees, central to financial oversight and pay governance; Audit Committee chaired by a financial expert (White), supporting robust controls .
- Pay and alignment: Director pay is balanced between cash retainer (Chair premium) and annual option grant with one-year vesting; plan governance features (no repricing, clawback, minimum vesting, director pay cap) are shareholder-friendly .
- Ownership: Beneficial ownership includes exercisable options; no pledge disclosures and anti-hedging policy reduce misalignment risk .
- Conflicts/related parties: Company disclosed no related party transactions in the period; Compensation Committee advisor (Aon) independence affirmed; no interlocks noted—low conflict signal .
- Shareholder engagement: Company conducts annual say‑on‑pay votes and cites ongoing engagement with investors on compensation and governance .
RED FLAGS: None identified in proxy disclosures specific to Dr. Markin (no related‑party transactions; strong attendance; independence affirmed; anti‑hedging policy in place) .
