David Keefer
About David Keefer
David Keefer, age 72, has served as an independent director of Dogwood Therapeutics (DWTX) since 2018 and currently chairs the Compensation Committee while serving on the Audit and Nominating Committees . He is a 30-year healthcare industry veteran with executive roles spanning CEO, Chief Global Development Officer, and Chief Commercial Officer, and has been a seven-time Pharma Voice Top 100 leader in healthcare . Keefer has led commercial operations at Biovail, Pharmacia, Pfizer, Wyeth, and Publicis Health, and since 2017 has been President of Ethica Group, LLC; he also serves as a director at SDHB Coalition, a non-profit focused on rare cancers . The Board has determined he is independent under Nasdaq rules and SEC Rule 10A-3; he meets additional independence tests for audit and compensation committee membership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ethica Group, LLC | President | 2017–present | Healthcare consulting leadership |
| Publicis Health | Global Business Development lead | 2006–2017 | Commercial strategy for life sciences communications |
| Biovail; Pharmacia; Pfizer; Wyeth; Publicis Health | Executive roles (CEO, Chief Global Development Officer, Chief Commercial Officer; commercial/marketing roles) | Various | Led commercial operations across major pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SDHB Coalition (non-profit) | Director | Current | Focus on rare cancers |
| Nutraceutical company | Executive engagement | Current | Healthy energy supplements/drinks; not specified as public company |
Board Governance
- Committee memberships: Audit (member), Compensation (chair), Nominating (member); all committee members are independent per Nasdaq rules .
- Independence: Board determined Keefer is independent and meets additional independence requirements for Audit and Compensation Committees .
- Meeting cadence and attendance: In 2024, the Board held 9 meetings; Audit 5, Compensation 1, Nominating 1, and each director attended at least 75% of their meetings; the Board holds at least annual executive sessions without management .
- Auditor oversight: Audit Committee (including Keefer) discussed PCAOB AS 1301 matters and auditor independence, recommending inclusion of audited financials in the 2024 Form 10-K .
- Directors affiliated with CK Life Sciences: Two directors (Melvin Toh, Alan Yu) were designated by Sealbond Limited, an affiliate of CK Life Sciences .
| 2024 Meetings | Count |
|---|---|
| Board | 9 |
| Audit Committee | 5 |
| Compensation Committee | 1 |
| Nominating Committee | 1 |
Fixed Compensation
- Non-employee director cash compensation (2024): Keefer earned $53,755 in cash fees; total director compensation including equity grant-date value was $55,082 .
- Cash retainer schedule (2024): $8,458 (Q1), $7,875 (Q2), $7,875 (Q3), $9,091 (Q4) for each non-employee director .
- Committee cash fees (2024): Chair—Audit $14,500; Compensation $9,667; Nominating $7,733; Members—Audit $7,250; Compensation $4,833; Nominating $3,867 .
- Note: Directors who are company employees or employees affiliated with CK Life Sciences do not receive board compensation .
| 2024 Director Cash Compensation (USD) | Amount |
|---|---|
| Fees Earned (David Keefer) | $53,755 |
| Cash Retainer (per quarter) | Q1: $8,458; Q2: $7,875; Q3: $7,875; Q4: $9,091 |
| Committee Chair Fees | Audit: $14,500; Compensation: $9,667; Nominating: $7,733 |
| Committee Member Fees | Audit: $7,250; Compensation: $4,833; Nominating: $3,867 |
Performance Compensation
- Equity awards (2024): On February 26, 2024, Keefer received options to purchase 188 shares; these options vested in full on the first anniversary of grant . The aggregate grant date fair value of Keefer’s option awards recognized for 2024 was $1,327 .
- Options outstanding: As of December 31, 2024, Keefer held options to purchase 923 shares .
| Equity Awards (Director) | Grant Date | Securities/Terms | Grant-Date Fair Value |
|---|---|---|---|
| Stock options (Keefer) | Feb 26, 2024 | 188 options; vest 100% at 1-year anniversary | $1,327 |
| Options outstanding (as of 12/31/2024) | — | 923 options | — |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Keefer . |
| Investor-affiliated directors on DWTX Board | Melvin Toh and Alan Yu designated by Sealbond Limited (CK Life Sciences affiliate) . |
| Support agreements around special proposals | Directors/executives agreed to vote in favor of key proposals related to preferred conversion and adjournment; Sealbond, Serpin, and Tungsten support agreements in 2025 . |
Expertise & Qualifications
- Commercial leadership: Broad-based experience leading commercial operations and marketing/communications in large pharma and health communications .
- Recognition: Seven-time Pharma Voice Top 100 healthcare leader .
- Governance qualifications: Independent director; meets enhanced independence standards for Audit and Compensation Committees .
- Industry engagement: Nutraceutical activities and rare cancer non-profit board role (SDHB Coalition) .
Equity Ownership
| Metric | As of Apr 15, 2025 | As of Oct 15, 2025 | Post-Conversion Pro Forma |
|---|---|---|---|
| Shares Beneficially Owned | 1,435 | 1,435 | 1,435 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Options Exercisable within 60 Days | 923 | 923 | 923 |
- Ownership context: Post-conversion, CK Life Sciences affiliates (Sealbond Limited and Conjoint, Inc.) are expected to hold ~73.4% and ~9.6% of common stock respectively; Serpin Pharma and Rejuvenation Labs ~3.7% each; directors/executives as a group ~82,532 shares .
Shareholder Voting Signal (2025 Annual Meeting)
| Nominee | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| David Keefer | 279,347 | 3,439 | 638,809 |
- All proposals (auditor ratification and equity plan amendment) were approved; quorum 48.22% of voting power present .
Governance Assessment
- Strengths: Keefer is independent, meets enhanced committee independence standards, and chairs the Compensation Committee; Audit Committee report evidences active oversight over financial reporting and auditor independence; Board/committee meetings indicate regular cadence; directors achieved ≥75% attendance in 2024 .
- Alignment: Keefer’s equity awards are modest and options vesting schedules are time-based; his beneficial ownership is small (<1%), reducing potential conflicts from outsized holdings .
- Risk indicators:
- Control and dilution: Following preferred stock conversions, CK Life Sciences affiliates would hold a controlling stake; proposals contemplated conversion of ~27.4M shares; this concentration may impact minority shareholder influence and board dynamics .
- Investor-designated directors: Two directors designated by Sealbond Limited (CK Life Sciences affiliate) reflecting significant investor influence on board composition .
- Related party oversight: While a related-party consulting arrangement exists with Gendreau Consulting tied to the CMO, oversight mechanisms include Audit Committee review of related-person transactions .
- No disclosed legal proceedings involving directors; executive sessions held at least annually bolster independent board deliberation .
Overall, Keefer’s independence, committee leadership, and attendance support board effectiveness; the principal governance risk to investor confidence arises from controlling shareholder dynamics and investor-appointed directors rather than Keefer-specific conflicts .