Mark J. Gilbert, M.D.
About Mark J. Gilbert, M.D.
Independent director at Indaptus Therapeutics since 2021; age 65. Dr. Gilbert is a physician-executive with 30+ years in global medical and clinical R&D, including leadership of some of the first CAR-T programs while CMO at Juno Therapeutics (2013–2020). He holds a B.S. in Biochemistry and an M.D. from the University of Iowa; clinical training in internal medicine at UCSF and in infectious disease and medical oncology at the University of Washington. He is classified as independent under Nasdaq rules, with board tenure starting November 2021.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juno Therapeutics Inc. | Chief Medical Officer; led clinical development of early CAR-T therapies | Nov 2013 – Jan 2020 | Led foundational CAR-T programs (strategic drug development impact) |
| Acepodia, Inc. | EVP, Research & Development | Mar 2019 – Mar 2022 | Clinical-stage biotech R&D leadership |
| Inceptor Bio, LLC | Chairman, Scientific Advisory Board; continuing SAB member after Jan 2024 | Oct 2020 – Jan 2024 (Chair); Jan 2024–present (SAB) | Oversight of next-gen cell/gene therapy platforms |
| Kineticos Ventures | Strategic Advisor | Oct 2020–present | Advisory to emerging life sciences firms |
| Silicon Therapeutics, Inc. | Independent Director | May 2019 – May 2021 | Governance for integrated drug design company |
| Bayer Schering Pharma AG | VP & Head Global Clinical Development, Oncology | Not disclosed | Oncology development leadership |
| Berlex Pharmaceuticals, Inc. | VP Medical Affairs, Oncology; VP & Head Global Medical Development Group, Oncology | Not disclosed | Medical affairs and development leadership |
| Immunex Corporation | Senior Medical Director, Clinical R&D | Not disclosed | Oncology clinical R&D |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kineticos Ventures | Strategic Advisor | Since Oct 2020 | Advisory firm for life sciences |
| Inceptor Bio, LLC | SAB member | Since Jan 2024 | Previously Chair Oct 2020–Jan 2024 |
| Decoy Biosystems, Inc. (INDP subsidiary) | Clinical Development Advisor | Since Jun 2021 | Advisory role to wholly owned subsidiary |
Board Governance
- Committee assignments: Science & Technology Committee member; not a chair. The committee met twice in 2024; Audit met four times.
- Independence: Board determined all directors except CEO Jeffrey Meckler and CSO Michael Newman are independent; Dr. Gilbert qualifies.
- Attendance: Company disclosed each director attended at least 75% of aggregate board and committee meetings in 2024; board held four meetings.
- Board leadership: Independent non-executive Chairman (Dr. Roger Pomerantz); CEO and Chair roles separated.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | 2024 | Policy amount |
| Committee membership fee – Science & Technology member | $4,000 | 2024 | Policy amount |
| Fees earned (cash) | $54,000 | 2024 | Actual for Dr. Gilbert |
| Committee chair fees | N/A | 2024 | Not a chair |
| Meeting fees | Not disclosed | 2024 | No per-meeting fees disclosed beyond retainers |
Performance Compensation
| Equity Award Metric | Value/Units | Vesting | Triggers/Notes |
|---|---|---|---|
| Option awards (grant-date fair value) | $27,500 | Per award terms | 2024 option compensation value |
| Initial director grant (policy) | 25,000 options | Equal quarterly over 3 years | Accelerates on death, disability, or change of control |
| Annual director grant (policy) | 12,500 options (Chair: 30,000) | Vests in full on first anniversary | Accelerates on death, disability, or change of control |
| Outstanding options held (as of 12/31/2024) | 58,750 options | Not fully disclosed | Director option holdings count |
No explicit director performance metrics (e.g., revenue or TSR targets) are tied to director compensation; director equity is time-based options under the 2021 Plan.
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Public company boards (current) | — | — | — | None disclosed in proxy biography |
| Silicon Therapeutics, Inc. | Private | Independent Director | May 2019 – May 2021 | Prior directorship; no current public interlocks disclosed |
| Inceptor Bio, LLC | Private | SAB Chair; SAB member | Oct 2020–Jan 2024; Jan 2024–present | External advisory; no disclosed related-party transactions |
| Decoy Biosystems (INDP subsidiary) | Internal subsidiary | Clinical Development Advisor | Since Jun 2021 | Advisory to subsidiary; board independence affirmed by Nasdaq rules |
Expertise & Qualifications
- Physician–scientist with extensive oncology R&D leadership, including CAR-T development at Juno.
- B.S. in Biochemistry; M.D. from University of Iowa; clinical training at UCSF and University of Washington.
- Senior leadership roles at Bayer Schering, Berlex, and Immunex; broad medical affairs and global development experience.
Equity Ownership
| Ownership Measure | Value | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 58,750 | Apr 17, 2025 | Comprised of options exercisable/vesting; less than 1% ownership |
| Ownership as % of shares outstanding | <1% | Apr 17, 2025 | Company-reported “less than one percent” |
| Options – vesting within 60 days | 12,500 | Apr 17, 2025 | Portion of options scheduled to vest within 60 days |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure; insider policy prohibits hedging and certain derivatives unless pre-approved |
Governance Assessment
- Strengths: Independent status; participation on S&T committee (relevant to INDAPTUS’s R&D); clear director fee structure plus equity alignment via options; company anti-hedging policy and clawback for executives; timely Section 16 filings in 2024.
- Potential conflicts: Advisory role to Decoy (subsidiary) and to external biotech firms; however, Board affirms independence under Nasdaq rules. Monitor any future related-party arrangements intersecting with these roles.
- Signals: Cash/equity mix for 2024—$54k cash; $27.5k options—consistent with policy, suggesting standard market-aligned director pay without unusual guarantees or gross-ups.
- Company-level risk context: Reverse stock split and Nasdaq minimum bid price remediation efforts underscore broader capital market pressures; governance processes (board leadership separation; committee structures) appear intact.
Insider Trades and Section 16 Compliance
| Year | Reporting Timeliness | Notes |
|---|---|---|
| 2024 | All required Section 16(a) reports for directors and officers were filed on a timely basis | Company-wide disclosure; no director-specific delays noted |
RED FLAGS: None directly tied to Dr. Gilbert in related-party transactions or attendance. Maintain scrutiny on advisory ties and evolving financing activities; ensure continued independence and absence of related-party exposure.