Sanford Zweifach

About Sanford Zweifach

Sanford Zweifach has served as an independent director of ESSA Pharma Inc. since July 31, 2019, with a 30-year biotechnology career spanning operating and investment roles. He holds a B.A. in Biology from UC San Diego and an M.S. in Human Physiology from UC Davis, and currently serves in multiple external leadership positions in biopharma companies .

Past Roles

External Roles

Board Governance

• Independence: Zweifach is an independent director under Canadian securities laws and Nasdaq rules .
• Committee work: He served on the Audit Committee in 2023–2024 alongside Franklin Berger (Chair), Gary Sollis, and Marella Thorell, providing oversight of financial reporting and auditor independence .
• Current committee leadership (board-wide): Audit Committee chair is Marella Thorell; Compensation Committee chair is Scott Requadt; Corporate Governance & Nomination Committee (CGNC) chair is Gary Sollis (members include Lauren Merendino, Franklin Berger, and Richard Glickman) .
• Shareholder voting signal: At the March 5, 2025 AGM, Zweifach received 9,112,900 “For” votes (98.63%) with 126,371 “Withheld” (1.37%), indicating strong investor support .
• Governance policies: ESSA maintains a majority voting policy requiring directors failing to secure a majority of votes cast to tender their resignation, and an advance notice policy for director nominations .
• Risk oversight: The Board and committees (notably Audit) oversee risk, with independent directors holding regular in-camera sessions; the Board meets at least quarterly .
• Attendance: Individual director meeting attendance rates are not disclosed in the cited materials .

Fixed Compensation

• Board cash fee structure (annual retainers)

• Director cash actually paid (FY 2024)

• Cost structure signal: The company disclosed base increases for Board remuneration effective April 2024 and a higher number of directors compared to the prior period, contributing to increased director fees .

Performance Compensation

• Equity framework for non-employee directors:

Other Directorships & Interlocks

Expertise & Qualifications

• Qualifications: Operating executive and investor across biotech companies, including CEO, CFO, Chairman/Executive Chair roles; recognized by the Board for compensation committee-relevant expertise serving on compensation committees of other public companies .
• Education: B.A. Biology (UC San Diego); M.S. Human Physiology (UC Davis) .

Equity Ownership

Note: As of record date January 8, 2025, 44,388,550 shares were outstanding; option shares exercisable within 60 days are included for the holder’s percentage calculation but not for others, per SEC rules .

Governance Assessment

• Strengths

  • Independence and committee service: Zweifach is independent and has served on the Audit Committee, supporting financial reporting oversight and auditor independence .
  • Shareholder support: 98.63% “For” votes at the March 2025 AGM suggest strong investor confidence in his continued board service .
  • Ownership alignment: Meaningful equity via options (139,000 held as of 9/30/2024) and personal share ownership (89,000 common shares) aligns incentives with shareholders .
  • Governance policies: Majority voting and advance notice policies improve accountability and nomination transparency; anti-hedging policy reduces misalignment risks .

• Watch items

  • Multi-board load: Concurrent leadership roles at Carisma and other entities may pose time-allocation risks; monitor engagement and attendance disclosures as available .
  • Interlocks: Shared Carisma board service with EPIX director Marella Thorell merits routine monitoring for conflicts; ESSA’s Related Person Transactions Policy requires disinterested CGNC approval and annual disclosures, and recent filings report no related-party contracts beyond disclosed policy-compliant matters .
  • Pay dynamics: Board fee base increases effective April 2024 increased director fee expense; continue to assess cash vs equity mix and overall cost vs outcomes as ESSA’s corporate direction evolves post-program termination .

• Red Flags observed: None material disclosed — filings indicate no director penalties/sanctions, no individual bankruptcies, and no related-party transactions requiring disclosure beyond ordinary-course items; hedging is prohibited .

Appendix: Shareholder Vote Signals (2025 AGM)