Chandler Robinson
About Chandler Robinson
Chandler D. Robinson, MD MBA MSc, age 41, is Monopar Therapeutics’ co‑founder, Chief Executive Officer, and a director since December 2014; he has been paid as an employee since January 2016 and holds an amended employment agreement dated November 1, 2017 . He graduated summa cum laude from Northwestern University and earned an MSc from the London School of Economics (Fulbright), an MBA from Cambridge (Gates Scholar), and an MD from Stanford . A compound he researched as an undergraduate at Northwestern and published in Science completed a Phase 3 trial for Wilson disease meeting its primary endpoint; he is now advancing it to an NDA filing at Monopar . Company pay-versus-performance disclosure shows CAP for the PEO of $2.36M in 2024 versus $(0.17)M in 2023, with TSR moving from $14.35 in 2023 to $185.65 in 2024 and net losses of $(8.4)M in 2023 and $(15.6)M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Onyx Pharmaceuticals | Nexavar marketing division | 2008 | Oncology commercialization experience |
| Healthcare clinic, San Jose, CA | Co‑manager | 2008–2009 | Healthcare operations exposure |
| Bear Stearns | Investment banking | 2006–2007 | Capital markets and finance experience |
| Undergraduate research non-profit | Founder & President | 2004–present | Talent development and scientific network |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tactic Pharma | Co‑founder and CEO; manager | n/a | Significant influence; may be deemed to control voting/dispositive power over 822,255 MNPR shares via Tactic Pharma |
| Wilson Therapeutics | Co‑founder and board member (acquired by Alexion/AstraZeneca) | n/a | Created value through exit; industry credibility |
| Northwestern Univ. Chemistry of Life Processes Institute | Board member | n/a | Academic/industry interface and sourcing |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $580,000 | $603,200 (approved Feb 2024) |
| Target Bonus (%) | Up to 50% of base | Up to 50% of base |
| Non‑Equity Incentive Plan Payout ($) | $130,500 (partial achievement of 2023 goals) | $241,280 (partial achievement of 2024 goals) |
| Discretionary Cash Bonus ($) | – | $300,000 (Board‑awarded) |
| Total Compensation ($) | $1,778,667 | $1,144,480 |
Performance Compensation
Annual Incentive Plan Structure
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Non‑Equity Incentive Plan | Not disclosed | 50% of base | Partial achievement (corporate goals) | $130,500 (2023); $241,280 (2024) | N/A (cash) |
Equity Awards
| Award Type | Grant Date | Shares/Units | Exercise Price | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|---|
| RSUs | 2023 | 33,803 | n/a | $534,087 | 6/48ths on 6/30/2023; 3/48ths per quarter thereafter |
| Stock Options | 2/1/2023 | 44,368 | $15.80 | $534,080 | 6/48ths on 6/30/2023; 1/48th per month thereafter |
Policies: The Compensation Committee uses a ~20‑company peer set from proxy data to inform cash and equity actions; no third‑party consultant was engaged for 2024 .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Chandler D. Robinson | 209,398 | 3.3% | Includes 143,405 options vested/vesting within 60 days of 4/4/2025 |
| Tactic Pharma (influenced by Robinson) | 822,255 | 13.4% | Robinson may be deemed to control voting/dispositive power |
Outstanding Equity Awards (as of 12/31/2024)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Options (2/1/2023) | 22,184 | 22,184 | $15.80 | 2/1/2033 |
| Options (2/2/2022) | 31,653 | 10,551 | $14.00 | 2/2/2032 |
| Options (1/26/2021) | 14,001 | – | $34.05 | 1/26/2031 |
| Options (1/31/2020) | 14,001 | – | $71.75 | 1/31/2030 |
| Options (8/9/2018) | 29,100 | – | $30.00 | 8/9/2028 |
| Options (2/20/2017) | 16,800 | – | $0.005 | 2/20/2027 |
| RSUs Unvested | 24,877 | n/a | n/a | Market value $547,294 at $22.00 close on 12/31/2024 |
- Hedging/Pledging: Insider Trading Policy prohibits short sales and short‑swing transactions; the company has not adopted additional policies restricting hedging instruments like collars or forwards . The proxy does not indicate any pledged shares for Robinson in the ownership section (no pledging footnotes disclosed) .
Employment Terms
| Term | CEO (Robinson) |
|---|---|
| Agreement Type | At‑will (amended and restated 11/1/2017) |
| Base & Bonus | Base set by Board; annual non‑equity bonus up to 50% of base tied to pre‑set goals |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 12 months base salary continuation; vested equity exercisable for 12 months; healthcare continuation up to 12 months |
| Severance (with CIC) | If terminated within 12 months post‑CIC: lump sum 1.5x base + target bonus; healthcare up to 18 months; full acceleration of all equity awards |
| Death/Disability | 3 months base salary continuation; healthcare payment/reimbursement for 3 months |
| 280G Treatment | Cutback to avoid excise tax if beneficial on net after‑tax basis; no gross‑ups |
| Non‑compete / Non‑solicit | Not disclosed in proxy |
Board Governance
- Role and Dual‑Role: CEO and director since December 2014; the Board separates CEO and Executive Chairman roles to enhance oversight and balance .
- Independence: Robinson is not independent due to his employment; Board’s majority is independent (Starr, Anderson, Klausner, Talukdar) .
- Committee Roles: Audit, Compensation, and CG&N Committees comprise independent directors; Robinson is not listed as a member of these committees .
- Meetings/Attendance: In 2024, Board met 6 times; all directors attended at least 75% of Board and committee meetings .
Pay Versus Performance
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| PEO CAP ($) | $(166,177) | $2,356,913 |
| TSR (Value of $100 Investment) | $14.35 | $185.65 |
| Net Income (Loss) ($000s) | $(8,402) | $(15,586) |
The company does not use TSR or net income/loss as primary metrics to determine compensation levels or incentive payouts .
Compensation Structure Analysis
- Mix shift: 2023 included significant equity (RSUs and options totaling ~$1.07M grant‑date fair value) versus 2024 with no equity grants and higher cash including a $300k discretionary bonus; non‑equity plan payouts increased year‑over‑year ($130.5k → $241.3k) .
- Metrics transparency: Annual bonus tied to pre‑set corporate goals, but specific performance metrics (e.g., TSR, revenue, R&D milestones) are not disclosed in the proxy .
- Equity vesting cadence: Options generally vest 6/48ths at six months then 1/48th monthly; RSUs vest 6/48ths then 3/48ths quarterly—creating recurring potential supply as units vest, which can contribute to insider selling pressure when windows open .
- Peer benchmarking: Compensation Committee references ~20 peers for salary, equity and director fees; no outside consultant engaged in 2024 .
Related Party & Ownership Influence
- TacticGem dissolved in December 2024, distributing shares to Gem Pharmaceuticals (611,079) and Tactic Pharma (822,255); Robinson, as manager of Tactic Pharma, may be deemed to control voting/dispositive power over its shares—elevating potential influence and dual‑role considerations for governance and shareholder alignment .
- No reportable related‑party transactions involving executives and directors since January 2024; Audit Committee oversees related‑party transactions per charter .
Say‑on‑Pay & Shareholder Feedback
- 2025 marks the first Say‑on‑Pay proposal; Board recommends annual frequency for future advisory votes .
Risk Indicators & Red Flags
- Cash bonuses amid losses: 2024 discretionary cash bonus ($300k) concurrent with $(15.6)M net loss may draw investor scrutiny on pay‑for‑performance alignment .
- Leadership transitions: CFO retired June 2024 and successor CFO terminated in February 2025, with severance provisions triggered—ongoing finance leadership changes can elevate execution risk .
- Hedging policy: Short sales prohibited; company has not adopted additional hedging policy restrictions—potential alignment gap if executives were to hedge future downside via derivatives .
Investment Implications
- Alignment: Robinson’s direct stake (3.3%) plus potential influence over Tactic Pharma’s 13.4% position strengthens control and long‑term alignment, but also raises governance concentration concerns; majority‑independent board and separation of Chair/CEO partially mitigate .
- Incentive design: Bonus target set at 50% of base with qualitative corporate goals; limited metric transparency and the presence of discretionary bonuses during loss years can dilute pay‑for‑performance rigor, suggesting investors should monitor future Say‑on‑Pay outcomes and metric disclosures .
- Vesting overhang: Ongoing monthly and quarterly vesting of options/RSUs creates periodic supply that could translate to selling pressure in open windows; monitor Form 4 filings around vest dates for trading signals .
- Change‑in‑control economics: 1.5x base + target bonus and full equity acceleration for CEO under CIC creates strong retention through a transaction but may influence negotiation posture; 280G cutback (no gross‑ups) is shareholder‑friendly .
- Execution risk: Despite notable scientific track record (Wilson disease compound to Phase 3/NDA path), recent net losses and finance leadership turnover underscore funding and operational execution risks typical of development‑stage biopharma .