Elizabeth Czerepak
About Elizabeth Czerepak
Independent director (Age 69) since February 2020; currently Audit Committee Chair and designated an SEC “audit committee financial expert.” Background spans 35+ years in pharma/biotech finance and strategy, including recent CFO and Acting CEO roles; education includes BA (Marshall University), MBA (Rutgers), and a 2020 Harvard Business School Corporate Director Certificate . The Board affirms her independence under Nasdaq rules; directors met eight times in 2024 and each attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mirror Biologics, Inc. | Acting CEO and CFO | Acting CEO since Jul 2024; CFO since Apr 2024 | Private, clinical-stage oncology; dual leadership roles |
| Sorrento Therapeutics, Inc. | CFO; Director | CFO May 2022–Nov 2023; Director Oct 2021–May 2022 | Company filed Chapter 11 in Feb 2023 and asset sale in Nov 2023 |
| Scilex Holdings Company | CFO | May 2022–Sep 2023; Consultant through Sep 2024 | Non-opioid pain pharma; post-CFO consulting |
| BeyondSpring Inc. (NASDAQ:BYSI) | CFO | Sep 2020–May 2022 | Immuno-oncology; public company finance |
| Genevant Sciences, Inc. | CFO & Chief Business Officer | May 2018–Jan 2020 | Nucleic acid delivery; BD and finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spectrum Pharmaceuticals, Inc. (NASDAQ: SPPI) | Director | Jun 2019–Dec 2020 | Public company board service |
| Scilex Pharmaceuticals, Inc. (private) | Director | 2019–2020 | Private company board service |
Board Governance
- Board classification: six members across three staggered classes; Czerepak is a Class II director (term to 2026) .
- Independence: Board determined five of six directors, including Czerepak, are independent under Nasdaq rules .
- Committees: Audit Committee Chair; members include Czerepak (Chair), Salamon, Martell; all designated “audit committee financial experts”; Audit met five times in 2024 . Not disclosed as member/chair of Compensation or Nominating committees (current Compensation: Sylvester Chair, Aharon; Nominating: Salamon Chair, Martell, Sylvester) .
- Attendance: Board met eight times in 2024; each director attended ≥75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Non-Executive Chairman (Sylvester); separation of Chair/CEO roles .
Fixed Compensation
| Component | Amount/Term | Source |
|---|---|---|
| Annual Board service retainer (non-employee directors) | $50,000 (effective May 23, 2024) | |
| Audit Committee Chair retainer | $20,000 | |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating $5,000 (effective May 23, 2024) | |
| Chairman of the Board retainer | $25,000 (for Chair; not applicable to Czerepak) | |
| 2024 cash fees earned (Czerepak) | $67,326 | |
| Expense reimbursement | Reasonable out-of-pocket travel expenses reimbursed |
Performance Compensation
| Component | Detail | Source |
|---|---|---|
| Annual equity grant form | Stock options under 2020 Plan; number approved by Board per FW Cook recommendation; vest in 12 equal monthly installments, subject to service | |
| 2024 grant fair value (Czerepak) | $138,347 (ASC 718), Black-Scholes inputs: term 5.2 yrs, vol 101.82%, risk-free 4.47% | |
| Options outstanding (as of 12/31/2024) | 80,182 options (Czerepak) | |
| Clawback and repricing | All awards subject to company clawback policy; repricing of options/SARs prohibited without stockholder approval |
No performance metrics (e.g., TSR, revenue growth) are tied to director equity grants; grants are service-vested options, not PSUs .
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| DCTH Board | Independent Director (Class II) | Audit Committee Chair; financial expert |
| Sorrento Therapeutics | Former Director (Oct 2021–May 2022) | Company entered Chapter 11 (Feb 2023); asset sale Nov 2023 |
| Spectrum Pharmaceuticals | Former Director (Jun 2019–Dec 2020) | Public company board |
| Scilex Pharmaceuticals (private) | Former Director (2019–2020) | Private company |
- Related party transactions: No transactions disclosed involving Czerepak; 2023–2024 financings involved CEO (Michel) and directors linked to Rosalind (Salamon, Aharon), but not Czerepak .
Expertise & Qualifications
- Designated “audit committee financial expert”; chairs Audit Committee .
- 35+ years in pharma/biotech finance, M&A, licensing, BD; CFO and Chief Business Officer roles across public and private biopharma .
- Education: BA magna cum laude (Marshall University), MBA (Rutgers); Harvard Business School Corporate Director Certificate (2020) .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|---|
| Elizabeth Czerepak | Common Stock | 80,182 | <1% | Consists solely of options exercisable or becoming exercisable within 60 days of Mar 20, 2025 |
| ESPP eligibility | Directors | Non-employee directors are not eligible to participate in ESPP | — | |
| Hedging/pledging | Policy | Hedging and pledging of company securities prohibited for directors | — | |
| Ownership guidelines | Directors | Not disclosed in proxy | — |
Governance Assessment
- Strengths: Independent director; Audit Chair with SEC “financial expert” designation; robust anti-hedging/pledging and clawback policies apply to awards; strong finance background enhances oversight of commercialization-stage controls .
- Alignment: Equity compensation is option-based with monthly vesting; beneficial ownership reflects 80,182 options (<1% of common), indicating moderate financial alignment through equity but limited outright share ownership .
- Engagement: Board met eight times in 2024 and Audit five times; directors met attendance thresholds and attended annual meeting, supporting baseline engagement .
- Potential conflicts/risks:
- Dual external leadership roles (Acting CEO & CFO, Mirror Biologics) may imply time commitments; no related-party transactions disclosed with DCTH .
- Prior CFO/Director tenure at Sorrento during period preceding its Chapter 11 and asset sale may be viewed as a background risk indicator; no legal proceedings involving Czerepak disclosed by DCTH .
- Director stock ownership guidelines not disclosed; consider monitoring future grants and ownership changes for alignment .
- Compensation structure: Cash retainer increases in 2024 and continued equity option grants; options cannot be repriced without stockholder approval; awards subject to clawback—favorable shareholder protections .
RED FLAGS: Prior association with Sorrento Therapeutics during period preceding bankruptcy ; limited outright share ownership (<1% beneficial, option-derived) . Balancing factors include independence, audit expertise, and strong company policies (anti-hedging/pledging; clawback; no option repricing) .