Roger Dansey
INOVIO PHARMACEUTICALSAbout Roger D. Dansey, M.D.
Roger Dansey, age 69, is an independent director of Inovio Pharmaceuticals (INO) since 2021. He is a physician-executive with deep oncology drug development leadership: former Chief Development Officer and Chief Oncology Officer at Pfizer Oncology (retired February 2025), President of R&D and prior Chief Medical Officer at Seagen, and late-stage oncology leadership at Merck; earlier roles include oncology clinical research at Gilead and global development leadership at Amgen. He holds an M.D. from the University of Witwatersrand, Johannesburg, South Africa, and currently serves on the board of Kronos Bio, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Oncology | Chief Development Officer & Chief Oncology Officer | Through Feb 2025 (retired) | Oversaw oncology development post-Seagen acquisition |
| Seagen | President, Research & Development | Nov 2022–Dec 2023 | Led R&D; interim CEO May–Nov 2022; prior Chief Medical Officer starting 2018 |
| Merck & Co., Inc. | Therapeutic Area Head, Late-Stage Oncology | 2015–2018 | Led Keytruda registration efforts across multiple tumor types |
| Gilead Sciences | Vice President, Oncology Clinical Research | Earlier career | Executed oncology clinical programs |
| Amgen | Global Development Lead for Xgeva (denosumab) | Earlier career | Led hematology/oncology program |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kronos Bio, Inc. (public) | Director | Current | Single public company board disclosed |
Board Governance
- Committee assignments: Member, Nomination & Corporate Governance Committee; not a chair. Audit and Compensation committees are fully independent (100%) and he is not listed as a member of those two .
- Independence: The Board affirmed Dansey is independent under Nasdaq listing standards (exceptions are Drs. Shea and Weiner) .
- Attendance: In 2024, he attended less than 75% of Board and committee meetings due to significant time demands at Pfizer; Board expects his attendance to exceed 75% in 2025 following retirement in Feb 2025 (Board met 7 times; Audit 4; Nominating 4; Compensation 5) .
- Board skills: Identified strengths in Business Operations, Drug Commercialization, Human Resources, and Pharmaceutical Industry Knowledge .
Fixed Compensation
| Program Element | Chair ($) | Member ($) |
|---|---|---|
| Board of Directors annual retainer | 80,000 | 45,000 |
| Audit Committee | 20,000 | 10,000 |
| Compensation Committee | 15,000 | 7,500 |
| Nomination & Corporate Governance Committee | 15,000 | 7,500 |
| Finance Committee | 10,000 | 5,000 |
| Commercial Committee | 15,000 | 7,500 |
| Clinical Development Advisory Committee | 15,000 | 7,500 |
| 2024 Director Cash Fees | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Dansey) | 67,500 |
Notes: INO does not disclose meeting fees; the cash schedule above comprises retainer and committee fees; Dansey’s 2024 cash fees totaled $67,500 .
Performance Compensation
| Equity Grant (2024) | Detail | Value ($) | Quantity | Terms |
|---|---|---|---|---|
| RSUs (annual grant) | Non-employee director RSUs | 23,815 | 2,167 | Granted in 2024 under director policy |
| Stock Options (annual grant) | Non-employee director options | 26,026 | 2,917 | Exercise price $10.99; granted in 2024 per policy |
Vesting and structure: Director equity grants are made per the non-employee director compensation program; 2024 grants were consistent with policy. Option strike price was $10.99; RSU count 2,167; option count 2,917 for each non-employee director, including Dansey .
Other Directorships & Interlocks
| Entity | Relationship to INO | Potential Interlock/Conflict | Status |
|---|---|---|---|
| Kronos Bio, Inc. | External public board (Dansey) | No INO-related transactions disclosed | Independent; no related-party items >$120k |
| Pfizer/Seagen (prior employment) | Former employer (executive roles) | No disclosed transactions with INO impacting independence | Board affirmed independence; attendance constraints in 2024 linked to role; retired Feb 2025 |
Related-party transactions: INO reports no transactions >$120,000 with directors/insiders since Jan 1, 2023 (other than compensation) .
Expertise & Qualifications
- Oncology drug development leadership including pivotal registration strategies (Keytruda) and global development leadership roles .
- Board skills matrix: Business Operations, Drug Commercialization, Human Resources, Pharmaceutical Industry Knowledge .
- Medical education: M.D., University of Witwatersrand (Johannesburg) .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Key Components |
|---|---|---|---|
| Roger D. Dansey, M.D. | 21,582 | <1% | Includes 12,666 options exercisable within 60 days and 2,167 RSUs vesting within 60 days |
- Stock ownership guidelines: Non-employee directors must hold equity equal to 3x annual cash retainer; ownership includes vested ITM options and 50% of unvested RSUs; milestone/market-based RSUs excluded; compliance required within 5 years of becoming subject to guidelines .
- Hedging/pledging: INO prohibits hedging; pledging/margin transactions are prohibited without prior written Committee consent .
- No disclosures of shares pledged by Dansey .
Governance Assessment
- Independence and expertise: Dansey is independent and brings strong oncology development credentials, adding value to drug commercialization oversight and corporate strategy .
- Committee effectiveness: As a member of the Nomination & Corporate Governance Committee, he participates in board evaluation, director selection, and ESG oversight; committees are fully independent, supporting governance quality .
- Attendance risk: A notable red flag is sub-75% attendance in 2024, attributed to heavy responsibilities at Pfizer; retirement in Feb 2025 mitigates forward risk as the Board expects improved attendance in 2025. RED FLAG: 2024 attendance below the 75% threshold .
- Compensation alignment: Director pay is modest and balanced between cash retainers and equity grants, aligned to peer median; no meeting fees or unusual perquisites; equity grants are standard (options and RSUs), with transparent grant values for 2024 .
- Conflicts/related-party exposure: No related-party transactions or conflicts disclosed; board reaffirms independence; INO policies prohibit hedging and generally restrict pledging—positive alignment signal .
- Ownership alignment: Beneficial ownership is modest (<1%), consistent with director-level positions; stock ownership guidelines requiring 3x cash retainer further support alignment over time .
Overall signal: Strong domain expertise and independence are positives; the 2024 attendance shortfall is a governance watch item but likely transient post-retirement. Equity and cash mix for directors appears standard and shareholder-friendly; no evident conflicts or related-party risks disclosed .