Franklin Berger
About Franklin M. Berger
Independent director of ESSA Pharma Inc. (EPIX) since March 2015; former Managing Director, U.S. Equity Research at J.P. Morgan covering 26 biotech companies and participating in over $12B of equity/linked issuance. Education: B.A. in International Relations (Johns Hopkins), M.A. in International Economics (SAIS–Johns Hopkins), M.B.A. (Harvard). Current age not disclosed; tenure on ESSA’s board: since March 2015; core credentials include capital markets expertise and designation as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Securities, Inc. | Managing Director, U.S. Equity Research; biotech coverage | Not stated; 12 years sell-side overall | Involved in >$12B biotech equity/equity-linked issuance; participated in Genentech IPO; early Celgene financings |
| Josephthal & Co.; Salomon Smith Barney | Sell-side equity analyst | Not stated | Built foundational biotech research credentials |
| Atreca, Inc. | Director | Oct 2014 – Mar 2024 | Governance experience at clinical-stage biotech |
| Rain Therapeutics Inc. | Director | May 2020 – Jan 2024 | Oncology-focused governance background |
| Bellus Health, Inc. | Director | May 2010 – Jun 2023 | Long-tenured board role pre-acquisition |
External Roles
| Company | Role | Exchange | Start Date |
|---|---|---|---|
| Atea Pharmaceuticals, Inc. | Director | Nasdaq | Sep 2019 – Present |
| Kezar Life Sciences, Inc. | Director | Nasdaq | Jan 2016 – Present |
| Satellos Bioscience Inc. | Director | TSX | Aug 2023 – Present |
Board Governance
- Independence: Identified as independent under Canadian securities laws and Nasdaq; ESSA’s board currently has a majority of independent directors including Berger.
- Committee assignments: Audit Committee member (audit committee financial expert, financially literate); Corporate Governance & Nomination Committee member.
- Attendance FY2024: Board 3/4; Audit 4/4; Corporate Governance & Nomination 1/1.
- Overboarding policy: Non-CEO directors capped at ≤5 public boards; Berger currently serves on three external public boards plus ESSA, within policy.
- Ethical conduct and conflicts: Code of Conduct and BCBCA abstention practices in place; related party transactions >$120k require CGNC approval; no related party transactions disclosed for the period.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees paid | 52,500 | As reported in Director Compensation Table |
| Standard board retainer (member) | 40,000 | Fee schedule for non-employee directors |
| Audit Committee member fee | 7,000 | Fee schedule |
| Corporate Governance & Nomination Committee member fee | 4,000 | Fee schedule |
ESSA pays cash retainers plus committee fees; no meeting fees disclosed; actual cash paid to Berger in FY2024 was $52,500.
Performance Compensation
| Item | Detail |
|---|---|
| Option awards grant-date fair value (FY2024) | $451,888 (ASC 718) |
| Annual director option grant (FY2024) | 50,000 options (catch-up for prior year); annual grants typically 25,000 |
| Vesting (annual grant) | Vests in full at first AGM following grant date |
| Initial board appointment options | Vest ratably over 36 monthly installments |
| Director equity mix | Options only; no RSUs for directors in 2024 |
| Plan authority | Omnibus Incentive Plan permits options, RSUs, SARs, restricted shares, other share-based awards |
No director-specific performance metrics (TSR/EBITDA) tied to equity; awards are time-based under the plan.
Other Directorships & Interlocks
| Director | Other Reporting Issuers | Exchange |
|---|---|---|
| Franklin M. Berger | Atea Pharmaceuticals Inc.; Kezar Life Sciences Inc.; Satellos Bioscience Inc. | Nasdaq; Nasdaq; TSX |
No interlocks or related-party transactions disclosed involving Berger; board practices require abstention where material interests exist.
Expertise & Qualifications
- Audit committee financial expert; financially literate under NI 52-110.
- Sell-side equity research leader with extensive biotech financing experience (> $12B issuance), participation in marquee financings (Genentech, Celgene).
- Advanced degrees in international economics and business; seasoned capital markets perspective valuable for audit and governance oversight.
Equity Ownership
| Metric (Record Date Jan 8, 2025) | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares + options within 60 days) | 848,197 | 1.9% of outstanding shares (44,388,550) |
| Common shares held | 784,404 | Direct holdings |
| Options exercisable within 60 days | 63,793 | Counted in beneficial ownership per SEC rules |
| Total director options held (as of Sep 30, 2024) | 113,793 | Aggregate options position |
Insider Trading Policy prohibits margin purchases, short-selling, and derivative hedging; no pledging or loans disclosed.
Governance Assessment
- Strengths: Independent director; audit financial expert; full audit and CGNC attendance; meaningful equity ownership (1.9%), aligning interests; equity-only director compensation avoids guaranteed pay.
- Structure: Clear fee schedule and transparent annual option grant mechanics; Omnibus Plan provides flexibility while maintaining standard governance controls.
- RED FLAGS:
- Section 16 compliance: Two late Form 4 filings for Berger in FY2023 (administrative compliance lapse).
- Board attendance: Missed 1 of 4 board meetings in FY2024; committee attendance otherwise perfect.
- Conflicts: No related-party transactions or indebtedness disclosed; overboarding policy observed (≤5 boards).
Appendix: Attendance and Insider Compliance
| Category | Disclosure |
|---|---|
| Board attendance (FY2024) | 3 of 4 meetings attended |
| Audit Committee attendance (FY2024) | 4 of 4 meetings attended |
| CGNC attendance (FY2024) | 1 of 1 meetings attended |
| Section 16(a) compliance (FY2023) | Two late Form 4s by Franklin Berger |
ESSA’s governance framework includes independent-majority board, in-camera sessions after meetings, and strong committee charters; CGNC oversees related-person transaction approvals and annual conflict questionnaires.