David Canner
Inhibikase TherapeuticsAbout David Canner
Independent director of Inhibikase Therapeutics (IKT); age 37; first appointed in 2024 and re-elected June 27, 2025 to serve until the 2028 annual meeting. Background: Partner at Soleus Capital since 2018, with investing and board experience in privately held therapeutics and diagnostics companies. Education: B.A. in Chemistry (Princeton) and Ph.D. in Biology (MIT). Core credentials: life sciences investing, board service in private companies; independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soleus Capital | Partner | 2018–present | Investor in biotech; served on boards of privately held life sciences companies (therapeutics and next-gen diagnostics) |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Soleus Capital | Partner | Investment manager | Entities affiliated with Soleus are a major IKT stockholder (35.8% of common as of May 1, 2025), creating potential influence/interlock with the board |
Board Governance
- Board structure: IKT board has 8 members; classified into three staggered classes. Canner is a Class II director (term to 2028). Chairperson is Amit Munshi; CEO is Mark Iwicki, with roles separated.
- Independence: Board determined all non-employee directors, including Canner, are independent; only the CEO is not independent.
- Committee assignments: Corporate Governance & Nominating Committee member (committee comprised of Roberto Bellini—Chair, David Canner, Vincent Aurentz).
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; board met 16 times, governance committee met 4 times. Directors are encouraged to attend the annual meeting.
- Election result (June 27, 2025): Strong shareholder support.
| Election (2025 Annual Meeting) | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| David Canner, Ph.D. | 57,684,839 | 18,869 | 3,404,865 |
Fixed Compensation
- Program (effective Jan 1, 2025): cash retainers for non-employee directors:
| Cash Retainer Type | Amount (USD) |
|---|---|
| Board member annual retainer | $60,000 |
| Non-executive Chair of the Board | $30,000 |
| Audit Chair | $24,000 |
| Audit Committee member (excluding chair) | $12,000 |
| Compensation Chair | $18,000 |
| Compensation Committee member (excluding chair) | $9,000 |
| Governance & Nominating Chair | $12,000 |
| Governance & Nominating Committee member (excluding chair) | $6,000 |
- 2024 actual director fees (Canner):
| Year | Fees Earned (Cash) |
|---|---|
| 2024 | $12,522 |
Performance Compensation
-
Director equity program:
- Initial option grant for new non-employee directors: 60,000 options, vest 50% on each of the first two anniversaries of grant. New non-employee directors received this grant on Oct 21, 2024.
- Annual option grant: 30,000 options to each current non-employee director, vest in full on earlier of one year or day prior to next annual meeting (e.g., granted Jul 16, 2024 to sitting directors).
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Canner’s disclosed 2024 equity compensation and grant:
| Grant Date | Award Type | Shares/Options | Vesting | Grant-Date Fair Value (USD) |
|---|---|---|---|---|
| Oct 21, 2024 | Stock options (initial director grant) | 60,000 | 50% at each of first two anniversaries | $96,058 (ASC 718) |
- Option repricing program (governance context): Board sought and obtained stockholder approval to reprice certain underwater options to $1.26 (approved Jan 3, 2025), including options held by non-employee directors serving as of Oct 9, 2024. This broad repricing is a potential shareholder-unfriendly signal when applied to directors.
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Note |
|---|---|---|
| Soleus Capital–affiliated funds | Major IKT holders | “Entities affiliated with Soleus” beneficially own ~35.8% of IKT; Canner is a partner at Soleus Capital, which manages certain funds participating in IKT’s Oct 2024 financing—potential influence/conflict risk to monitor |
Expertise & Qualifications
- Life sciences investing and board experience in privately held therapeutics and diagnostics companies; perspective on capital markets and biotech governance.
- Academic credentials: B.A. Chemistry (Princeton); Ph.D. Biology (MIT).
Equity Ownership
| As of May 1, 2025 | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Canner | 22,640 | <1% | Beneficial ownership definition per SEC rules; address c/o IKT |
| Options Outstanding (as of Dec 31, 2024) | Quantity |
|---|---|
| Stock options (aggregate outstanding for Canner) | 60,000 |
- Pledging/hedging: IKT insider trading policy prohibits hedging and pledging of company securities by directors and officers.
Governance Assessment
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Strengths:
- Independence and committee service: Canner is independent; governance committee fully independent.
- Board leadership separation: Independent chair; CEO separate.
- Attendance: Directors attended ≥75% of meetings; governance committee met 4 times in 2024.
- Shareholder support: Canner re-elected with 57.7M votes “for” and minimal withholds.
- Clawback: Company adopted a compensation clawback policy (SEC/Nasdaq compliant), indicating alignment with best practices (primarily targeted at executives).
-
Risks/Red Flags:
- Interlock/Influence risk: Canner’s partnership at Soleus Capital coincides with Soleus-affiliated entities’ 35.8% ownership of IKT, and explicit acknowledgement of Canner’s economic interest via Soleus in the Oct 2024 financing. This concentration may influence board dynamics and poses potential conflict considerations despite formal independence.
- Option repricing: The Oct 2024 option repricing for non-employee directors (approved Jan 3, 2025) is a shareholder-unfriendly signal; even if Canner’s specific grants were post-repricing, the program’s scope warrants scrutiny of director incentives.
- Dilution risk: 2025 proposal added evergreen to the 2020 Plan and extended its term to 2035, increasing potential dilution; maximum annual board-related non-employee director awards capped but equity pool enlarged.
- Director compensation shift: 2025 cash retainer increases (e.g., board retainer to $60,000) raise the guaranteed cash portion vs. prior schedules; monitor mix for pay-for-performance alignment over time.
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Related-party transactions: Company disclosed no related-party transactions above thresholds since Jan 1, 2023; nonetheless, large-holder affiliations merit continued monitoring for potential conflicts.
Overall: Canner brings domain and investor expertise with strong shareholder support, but affiliation with a controlling-like holder (Soleus) and the board’s option repricing history introduce governance risks to monitor in committee decisions, equity practices, and minority shareholder protections.