Mark Berger
GenprexAbout Mark Berger
Mark S. Berger, M.D., age 70, has served as Genprex’s Chief Medical Officer since September 27, 2021, overseeing the pipeline of clinical development programs and serving on the executive leadership team . He holds a B.A. in Biology from Wesleyan University and an M.D. from the University of Virginia; he completed a Hematology/Oncology fellowship at the University of Pennsylvania and is board certified in internal medicine, hematology, and medical oncology . The company’s proxy and filings do not disclose TSR, revenue growth, or EBITDA growth metrics tied to Dr. Berger’s compensation; annual cash incentives are discretionary up to 40% of base salary and equity awards have predominantly been time-based .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Actinium Pharmaceuticals, Inc. | Chief Medical Officer | Jan 2017 – Sep 2021 | Led clinical strategy at a clinical-stage biopharma |
| Kadmon Corporation | SVP, Clinical Research | Sep 2013 – Jan 2017 | Senior clinical leadership at a biopharma company |
| Deciphera Pharmaceuticals | Chief Medical Officer | Not disclosed | Executive clinical leadership (dates not disclosed) |
| Gemin X Pharmaceuticals | Vice President, Clinical Development | Not disclosed | Clinical development leadership (dates not disclosed) |
| GlaxoSmithKline | Group Director | Not disclosed | Senior role at a global pharmaceutical company (dates not disclosed) |
| Wyeth Research | Senior Director | Not disclosed | Senior role at a global pharmaceutical company (dates not disclosed) |
External Roles
No external public company directorships or committee roles disclosed for Dr. Berger .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $484,156 | $486,500 |
| Target Bonus % | Up to 40% of base salary | Up to 40% of base salary |
| Actual Bonus Paid ($) | $0 | $0 |
| All Other Compensation ($) | $44,001 | $45,505 |
| Total ($) | $947,107 | $551,715 |
Perquisites include medical and term life insurance (same terms as employees), 401(k) match, and home office allowances (internet/IT/furniture). Company-wide perquisites are outlined; no tax gross-ups disclosed in the cited sections .
Performance Compensation
Annual Cash Incentive Structure
| Metric | Weighting | Target | Actual (2023) | Actual (2024) | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Bonus | Discretionary; criteria set by CEO and approved by Board | Up to 40% of base salary | $0 | $0 | Cash bonus, if awarded | N/A |
Equity Awards
| Award Type | Grant/Status | Strike | Expiration | Vesting Schedule | Exercisable vs Unexercisable | Notes |
|---|---|---|---|---|---|---|
| Stock Option (Inducement) | Granted Sep 2021 | $114.00 | 9/26/2031 | Time-based (fully exercisable as of 12/31/2024) | 13,750 exercisable; 0 unexercisable | Inducement option at hire |
| Stock Option | Granted 2022 | $88.00 | 2/3/2032 | 69 shares vest monthly until Feb 4, 2025 | 2,332 exercisable; 137 unexercisable (12/31/2024) | Time-based vesting |
| RSUs | Unvested at 12/31/2024 | N/A | N/A | Vested on June 30, 2025 | 18,250 unvested units; $15,549 market value (12/31/2024) | Time-based RSUs; began granting RSUs in 2023 |
Plan-level change-in-control mechanics allow the administrator to accelerate, continue, cancel, or cash-out awards; treatment need not be identical across awards, and performance-goal awards are not considered assumed if goals are modified without consent (except for structural changes) . A clawback policy applies to awards per Board-adopted policies and applicable regulations .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership (as of Jun 30, 2025) | 34,190 shares (<1% of class) |
| Direct/Common Shares Held | 17,971 shares |
| Options (beneficial) | 16,219 shares issuable upon exercise |
| Ownership % Basis | 33,145,048 shares outstanding (as of Jun 30, 2025) |
| Vested vs Unvested (12/31/2024 snapshot) | Options: 13,750 exercisable at $114; 2,332 exercisable and 137 unexercisable at $88 . RSUs: 18,250 unvested (vested 6/30/2025) . |
| Pledging/Hedging | Not disclosed in cited sections; no pledging references found |
Employment Terms
| Term | Provision |
|---|---|
| Employment Status | At-will; can be terminated by either party |
| Base Salary at Hire | $450,000; one-time sign-on bonus $25,000 |
| Annual Bonus Opportunity | Up to 40% of base salary; criteria set by CEO and approved by Board |
| Severance (Without Cause) | 6 months base salary; 6 months COBRA benefit continuation (shared cost) contingent on return of property and release |
| Non-Compete | During employment and for 12 months post-termination |
| Non-Solicit | No encouragement of employees/consultants to leave for 12 months post-termination |
| Confidentiality/IP | Standard confidential information and assignment of inventions agreement |
| Change-in-Control (Plan-Level) | Administrator may accelerate, continue, cancel or pay out awards; broad definition of “corporate transaction” and “change in control”; clawback applies |
Investment Implications
- Cash vs equity mix: No cash bonuses in 2023–2024; compensation skewed to salary and time-based RSUs/options, suggesting limited explicit pay-for-performance linkage beyond discretionary bonus criteria .
- Vesting/supply dynamics: 18,250 RSUs vested on June 30, 2025 and options continue to vest monthly through February 4, 2025, creating potential near-term supply from vested equity; actual selling behavior not disclosed in the proxy .
- Alignment: Berger’s beneficial ownership includes 17,971 common shares and options for 16,219 shares (<1% of the company), providing some alignment but modest ownership relative to total shares outstanding; no pledging disclosures found in the cited sections .
- Contractual protection/retention: Severance is moderate (6 months salary, 6 months COBRA) with a 12-month non-compete/non-solicit, and plan-level change-in-control provisions are administrator-discretionary with possible acceleration—balanced retention incentives without outsized parachutes .
- Governance/compensation process: Compensation Committee engages independent consultant (Aon Radford) and sets performance goals; as a smaller reporting company, disclosures are scaled and peer group names are not provided in the cited sections .
- Risk indicators: No disclosed legal proceedings involving Dr. Berger in the past ten years in the cited sections; the company adopted clawback provisions under the Amended Equity Plan .