Christopher Mirabelli
LPTXAbout Christopher K. Mirabelli, PhD
Christopher K. Mirabelli, age 70, is Chairman of the Board at Leap Therapeutics (LPTX), serving as a director since January 2011 and Chairman since January 2016. He previously served as Leap’s CEO and President from inception in January 2011 until April 2020. He holds a PhD in molecular pharmacology from Baylor College of Medicine and a BS in biology from SUNY Fredonia. He is Managing Director at HealthCare Ventures LLC (since August 2000) and has prior leadership roles at LeukoSite (President/CEO/Chairman), Millennium Pharmaceuticals (President, R&D, Director), and Ionis Pharmaceuticals (co-founder; former SVP Research) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leap Therapeutics (LPTX) | Chairman of the Board; Director | Chairman since Jan 2016; Director since Jan 2011 | Board leadership; agenda-setting authority for Board meetings |
| Leap Therapeutics (LPTX) | Chief Executive Officer & President | Jan 2011 – Apr 2020 | Founding CEO; transition to non-CEO chair in 2020 |
| Millennium Pharmaceuticals, Inc. | President, Pharmaceutical R&D; Director | Dec 1999 – May 2000 | Leadership post-merger with LeukoSite |
| LeukoSite, Inc. | President, CEO, Chairman | 1993 – 1999 (until merger) | Built and led company to merger with Millennium |
| Ionis Pharmaceuticals, Inc. (IONS) | Co-founder; SVP Research | 1989 – 1993 | Co-founder; senior research leadership |
| SmithKline & French (now GSK) | R&D positions | Early career | Pharmaceutical R&D experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HealthCare Ventures LLC | Managing Director | Aug 2000 – present | Venture capital; oncology/biopharma focus |
| Dana-Farber Cancer Institute | Board of Advisors, Business Development Council | Not disclosed | Advisory role |
| Longview Ventures | Investment Committee | Not disclosed | Investment committee member |
| Fredonia College Foundation | Board of Directors | Not disclosed | Non-profit board |
| Scripps Research Institute | Board of Overseers | Not disclosed | Academic oversight board |
Board Governance
- Leadership structure and independence: LPTX separated CEO and Chair roles effective April 1, 2020; Mirabelli remains non-independent Chair; Thomas Dietz serves as Lead Independent Director . The Board determined that all directors except Mirabelli and CEO Douglas Onsi are independent under Nasdaq rules (also consistent in prior year) .
- Committee assignments: Current committee rosters list members for Audit, Compensation, and Nominating & Corporate Governance; Mirabelli is not listed on these committees (serves as Board Chair only) .
- Meetings and attendance: Board met 8 times (2022), 6 times (2023), and 5 times (2024). In each year, every director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors met in executive session at each regular Board meeting: 8 sessions (2022), 6 sessions (2023), 5 sessions (2024), chaired by the Lead Independent Director .
Fixed Compensation
- LPTX director pay program (non-employee directors):
- Annual cash retainer: $45,000; additional fees for committee roles (Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,500; Lead Independent Director $35,000 in 2025; previously $30,000 in 2023) .
- Reimbursement of reasonable travel/out-of-pocket expenses for Board/committee meetings .
- Important note on disclosure: Company states it does not pay employees for Board service, and therefore CEO Onsi and Dr. Mirabelli are excluded from the non-employee Director Compensation tables; no specific cash or equity compensation for Mirabelli’s Board service is itemized in the proxies .
Performance Compensation
- Director equity program is time-based options (no performance metrics); annual grants at FMV exercise price, vesting quarterly over one year:
- 2024 grants: 25,000 options per non-employee director; 30,000 for Lead Independent Director; January and October 2024 issuances .
- 2023 grants: 15,000 options in March and 15,000 options in August for non-Lead directors; Lead Independent Director received 17,500 each issuance .
- No performance-based metrics for director compensation disclosed (director compensation is cash retainers plus time-based options) .
Other Directorships & Interlocks
- Current public company directorships for Mirabelli: None disclosed in LPTX proxy biographies beyond LPTX Board Chair role .
- Notable network ties:
- Mirabelli co-founded Ionis Pharmaceuticals; another LPTX director (Joseph Loscalzo) currently serves on Ionis’ board, indicating a professional network linkage but not an interlock (Mirabelli is not currently on Ionis’ board) .
Expertise & Qualifications
- Scientific and operating expertise: Former CEO, R&D leader, and biotechnology company founder; deep oncology/biopharma venture experience .
- Education: PhD in molecular pharmacology (Baylor); BS biology (SUNY Fredonia) .
- Board leadership: Agenda-setting authority as Chair; separation from CEO viewed by the Board as strengthening oversight in combination with a strong Lead Independent Director .
Equity Ownership
| Metric | As of 2023-04-26 | As of 2025-04-21 | As of 2025-10-24 |
|---|---|---|---|
| Beneficial Ownership (shares) | 5,144,159 | 951,691 | 1,104,051 |
| Ownership (% of outstanding) | 4.3% (based on 119,410,992 shares) | 2.3% (based on 41,439,529 shares) | 1.9% (based on 56,651,840 shares) |
| Options exercisable or within 60 days (included in beneficial ownership) | 965,582 | 251,167 | 403,527 |
- Indirect holdings and affiliations: Beneficial ownership includes shares held via HealthCare Ventures VIII Liquidating Trust, HealthCare Ventures IX, L.P., and Nine Capital Partners, LLC. Mirabelli is Managing Director of HealthCare Partners IX, LLC (GP of HCV IX) and a managing member of Nine Capital Partners; he disclaims beneficial ownership except to the extent of pecuniary interest .
Governance Assessment
- Independence and conflicts: Mirabelli is not an independent director under Nasdaq rules. His affiliations with HealthCare Ventures entities that hold LPTX shares, as disclosed in beneficial ownership footnotes, create potential perceived conflicts; the Board’s formal independence determination reflects this. RED FLAG: Non-independence of Board Chair and venture-affiliate shareholdings .
- Board effectiveness: Chair/CEO separation maintained since April 2020; robust use of executive sessions led by the Lead Independent Director (5 in 2024; 6 in 2023; 8 in 2022) supports independent oversight. All directors met at least 75% attendance in each of 2022–2024, a positive signal of engagement .
- Director pay structure: Cash retainers and time-based stock options align director interests without performance targets. Lead Independent Director fee increased from $30,000 (2023) to $35,000 (2025), suggesting enhanced expectations of independent leadership. Equity grant sizes for non-employee directors were elevated in 2023 versus 2024, then normalized, which may reflect evolving compensation calibration in response to market/practice reviews .
- Compensation oversight: The Compensation Committee used independent consultant TenPas Consulting in 2024 to build an oncology peer group and analyze executive and director compensation; fees were below $120,000, mitigating consultant conflict concerns .
- Shareholder support: 2023 say-on-pay received 44,593,226 votes for vs. 4,420,867 against (with 25,157,298 abstentions; 22,878,528 broker non-votes). Mirabelli was re-elected Class III director with 47,007,005 votes for and 1,498,585 withheld (23,055,905 abstentions; 25,488,424 broker non-votes) .
Overall: Mirabelli brings deep sector expertise and founder/operator experience. Governance risks center on his non-independence and venture affiliations; mitigation includes a strong Lead Independent Director, committee leadership by independent directors, regular executive sessions, and disclosed use of an independent compensation consultant .
Fixed Compensation (Program Terms for Context; Mirabelli excluded from NED table)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $45,000 |
| Committee Chair fees | Audit $20,000; Compensation $15,000; Nominating $10,000 |
| Committee Member fees | Audit $10,000; Compensation $7,500; Nominating $5,500 |
| Lead Independent Director retainer | $35,000 in 2025; previously $30,000 in 2023 |
| Expenses | Travel/out-of-pocket reimbursed |
Note: Company states it does not pay employees for Board service; Mr. Onsi and Dr. Mirabelli are excluded from director compensation tables; no specific Board fees disclosed for Mirabelli .
Performance Compensation (Directors)
| Equity Element | 2023 | 2024 | Vesting | Notes |
|---|---|---|---|---|
| Annual option grant (non-Lead) | 15,000 (Mar) + 15,000 (Aug) | 25,000 (Jan), 25,000 (Oct) | Quarterly over 1 year | Options at FMV on grant date |
| Lead Independent Director option grant | 17,500 (Mar) + 17,500 (Aug) | 30,000 (Jan), 30,000 (Oct) | Quarterly over 1 year | Higher size for lead role |
No performance-based (metric-tied) equity for directors disclosed .
Other Directorships & Interlocks
| Person | External Public Boards | Internal/External Linkage |
|---|---|---|
| Christopher K. Mirabelli | None disclosed | Co-founded Ionis (IONS); not a current director; network linkage to Dr. Loscalzo (IONS director) |
Equity Ownership
- See table above for holdings and option breakdown. Ownership includes indirect interests through HCV VIII Trust, HCV IX, and Nine Capital Partners; Mirabelli disclaims beneficial ownership beyond pecuniary interest .
Governance Assessment (Key Signals)
- Strengths:
- Experienced sector operator/investor as Chair; clear separation from CEO role since 2020 .
- Independent committee leadership and frequent executive sessions .
- Transparent beneficial ownership disclosures and use of independent compensation consultant .
- RED FLAGS:
- Non-independent Board Chair status; affiliations with funds holding LPTX shares .
- Lack of disclosed Board compensation detail for Mirabelli (excluded from non-employee director table), which limits direct evaluation of his cash/equity mix .