Mark Adler
About Mark J. Adler, M.D.
Independent Class II director of Forian Inc. since March 2021; age 68; oncologist and experienced physician–executive with prior public company board service (WebMD) and advisory roles in biotechnology; serves on Forian’s Compensation Committee; Board determined he is independent under Nasdaq rules . The Board met seven times in 2024 and each director (including Dr. Adler) attended at least 75% of Board and applicable committee meetings, indicating baseline engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| San Diego Cancer Center | Co‑Founder; Chief Executive Officer | >10 years; through Feb 2011 | Led clinical and operational growth of a physician practice |
| Medical Group of North County (Internal Medicine & Oncology) | Chief Executive Officer | >5 years; until Apr 2006 | Oversaw combined internal medicine/oncology group operations |
| UC San Diego Oncology | Director of Strategic Development | Feb 2011–Feb 2014 | Strategic development for oncology programs |
| WebMD | Director (public company) | 2000–2017 | Public board experience in health information services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Biological Dynamics, Inc. (private biotech) | Strategic Advisor; Scientific Advisory Board member; Chairman of SAB | Since 2014–present | Early‑stage biotech advisory; chair role implies leadership in scientific governance |
| San Diego Cancer Research Institute | Director | Current | Non‑profit governance in cancer research |
Board Governance
- Independence: Board determined Adler, along with five other directors, qualifies as “independent” under Nasdaq rules; he serves on the Compensation Committee which meets SEC/Nasdaq independence standards .
- Committees: Member, Compensation Committee; committee met once in 2024; chair is Stanley S. Trotman, Jr. .
- Attendance: Board met seven times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Governance policies: Anti‑hedging and anti‑pledging policy prohibiting short sales, options, margin accounts and pledges; incentive compensation clawback policy effective Oct 2, 2023, aligned with SEC listing standards .
| Governance Item | 2024/Current Detail |
|---|---|
| Board meetings held | 7 |
| Director attendance threshold (disclosed) | ≥75% of Board/committee meetings |
| Compensation Committee meetings | 1 |
| Committee roles | Compensation Committee member (not chair) |
| Independence determination | Independent; meets Compensation Committee independence |
| Anti‑hedging/pledging policy | Prohibits hedging and pledging company stock |
| Clawback policy | Adopted Oct 2, 2023 |
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Cash retainer | $0 (no cash fees; directors were paid only equity in 2024) |
| Committee/meeting fees | Not disclosed (no cash fees disclosed) |
Performance Compensation (Director)
| Equity Award Type | Grant Size | Exercise/Strike Price | Aggregate Grant‑Date Fair Value | Vesting / Performance Metrics |
|---|---|---|---|---|
| Stock options | 15,000 shares | $3.14 | $34,455 | Not disclosed; no performance metrics tied to director equity awards disclosed |
Directors historically not paid cash; equity is primary director compensation. No performance‑metric linkage for non‑employee director compensation is disclosed, implying time‑based equity without operational KPIs .
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Note |
|---|---|---|---|
| WebMD | Director | 2000–2017 | Prior public board service; no current public company interlocks disclosed |
| San Diego Cancer Research Institute | Director | Current | Non‑profit; no transactional conflicts disclosed |
| Biological Dynamics, Inc. | Strategic Advisor; SAB member; SAB Chair | Since 2014 | Private biotech; advisory role; no related‑party transactions with Forian disclosed for Adler |
Compensation Committee interlocks: None reported; no insider participation on Forian’s Compensation Committee and no reciprocal executive/director compensation committee interlocks disclosed for the last fiscal year .
Expertise & Qualifications
- Oncologist and physician–executive; co‑founded and ran a major physician practice; deep exposure to healthcare operations and early‑stage biotech advisory .
- Prior public board service (WebMD), bringing experience in health information businesses and governance of public companies .
- Board’s stated rationale: clinical leadership, executive experience in physician practice management, involvement with early‑stage biotech, and prior public company directorships .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly | 36,333 |
| Options exercisable within 60 days | 37,500 |
| Total beneficial ownership (shares + in‑the‑money options within 60 days) | 73,833 |
| Ownership as % of shares outstanding | <1% (company disclosure) |
| Shares outstanding (record date Apr 17, 2025) | 31,202,313 |
Policy alignment:
- Hedging/pledging: Company prohibits hedging and pledging; no pledges by Adler disclosed .
- Stock ownership guidelines for directors: Not disclosed in the proxy .
Governance Assessment
-
Strengths
- Independence and committee role: Independent director on the Compensation Committee; committee independence affirmed; limited meeting cadence (1 in 2024) suggests targeted oversight of pay programs .
- Alignment via equity: Director pay delivered solely in equity; no cash retainer, indicating alignment with long‑term shareholder value; beneficial ownership and options provide “skin in the game,” though below 1% of outstanding shares .
- Ethical safeguards: Explicit anti‑hedging/pledging policy and an adopted clawback policy support governance discipline .
- Attendance: At least 75% attendance supports baseline engagement; Board met 7 times in 2024 .
-
Watch‑items / RED FLAGS
- Company‑level control environment: Material weaknesses disclosed and a restatement of 2023 annual and certain 2023 quarterly financial statements; while not attributed to Adler personally, the environment elevates governance risk and increases oversight demands for all directors, including Compensation Committee members .
- Limited disclosure on director ownership guidelines and performance metrics in director compensation: Absence of formal director stock ownership guidelines or performance‑based metrics for director equity could be viewed as a gap vs. best practices, though common for small‑cap issuers .
-
Conflicts/related party
- No related‑party transactions disclosed involving Adler; disclosed related‑party items pertain to other directors/executives (e.g., consulting payments to a vendor involving Adam Dublin; license agreement with entity tied to Shahir Kassam‑Adams) .
- Legal proceedings: None for directors; no adverse proceedings or integrity issues disclosed .
Overall signal: Adler’s clinical and operating background adds sector expertise; independence and equity‑only director pay support alignment. The company’s historical material weaknesses/restatement represent a governance overhang requiring continued Board vigilance; no Adler‑specific conflicts are disclosed .