David Eansor
Marker TherapeuticsAbout David Eansor
David Eansor, age 64, has served on Marker Therapeutics’ Board since October 2018 and became Independent Board Chair following the 2022 Annual Meeting. He previously led Bio‑Techne’s Protein Sciences Segment as President (Apr 2018–Mar 2022) and served as SVP of Bio‑Techne’s Biotechnology Division (2014–2018, via Novus Biologicals acquisition). He holds a B.S. in Chemistry (University of Western Ontario), a Bachelor of Commerce (University of Windsor), and an MBA (University of Windsor). The Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bio‑Techne Corporation (Protein Sciences Segment) | President | Apr 2018 – Mar 2022 | Led segment operations until retirement; life sciences manufacturing expertise. |
| Bio‑Techne Corporation (Biotechnology Division) | Senior Vice President | 2014 – Apr 2018 | Joined via acquisition of Novus Biologicals; executive leadership in biotech. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in MRKR proxy | — | — | No other public company directorships disclosed for Eansor. |
Board Governance
- Board Chair: Independent chair with authority to call/preside over meetings and set agendas; separation of Chair/CEO enhances oversight quality.
- Independence: Board determined Eansor (along with Elms and Knobil) is independent under Nasdaq standards.
- Attendance: Board met 8 times in FY2024; each director attended ≥75% of Board and committee meetings.
- Committee assignments (FY2024):
- Audit Committee: Chair (members: Eansor, Knobil, Elms); Eansor qualifies as an “audit committee financial expert.” Meetings: 4.
- Compensation Committee: Chair (members: Eansor, Elms, Knobil). Meetings: 4.
- Nominating & Corporate Governance Committee: Member (Chair: Knobil). Meetings: 4.
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | Audit committee financial expert designation. |
| Compensation | Chair | 4 | Oversees exec/director comp; Radford engaged as consultant. |
| Nominating & Corporate Governance | Member | 4 | Oversees board composition, governance principles. |
Fixed Compensation
- MRKR Non‑Employee Director Compensation Policy: Annual Board retainer $40,000; Board Chair additional $30,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating & Governance Committee member $4,000.
- FY2024 Director Compensation (actual): Eansor received $99,000 cash; no option awards in 2024.
| Component | Amount ($) | Basis |
|---|---|---|
| Board retainer | 40,000 | Non‑employee director annual cash retainer policy |
| Board Chair premium | 30,000 | Additional cash retainer for Board Chair |
| Audit Committee Chair | 15,000 | Additional cash retainer for Audit Chair |
| Compensation Committee Chair | 10,000 | Additional cash retainer for Compensation Chair |
| Nominating & Governance Committee member | 4,000 | Additional cash retainer for committee membership |
| Total FY2024 cash earned | 99,000 | Sum of components above |
Performance Compensation
- Equity grant policy: Annual option grant of $100,000 value at each Annual Meeting (capped at 8,000 shares post‑split), vesting after one year; new directors receive $120,000 initial options vesting over 36 months.
- FY2024 actual: No option awards to Eansor (or other directors) reported; options outstanding as of year‑end detailed below.
| Equity Component | Policy Value/Cap | Grant Date | Shares | Fair Value | Vesting | FY2024 Status |
|---|---|---|---|---|---|---|
| Annual director stock options | $100,000; ≤8,000 shares | Annual Meeting | — | — | 1‑year cliff | No grant reported for 2024 |
| New director initial grant (policy) | $120,000 | On appointment | — | — | 36 equal monthly installments | Not applicable to Eansor |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation; director pay is structured as retainers and potential equity grants per policy.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| None disclosed | — | — | No interlocks or external boards disclosed for Eansor in MRKR proxy. |
Expertise & Qualifications
- Life sciences manufacturing and biotech operations leadership; former President, Protein Sciences Segment, Bio‑Techne; prior SVP Biotechnology Division.
- Financial oversight expertise; designated “audit committee financial expert.”
- Advanced education: B.S. Chemistry (Western Ontario), Bachelor of Commerce and MBA (University of Windsor).
Equity Ownership
- Beneficial ownership (as of April 10, 2025): 20,944 shares (<1% of outstanding). Composition: 3,694 common shares and 17,250 shares issuable upon exercise of options within 60 days.
- Options held as of Dec 31, 2024: options to purchase 17,250 shares outstanding.
- Hedging/pledging: Company policy prohibits hedging, short sales, options, margin accounts, and pledges by directors.
| Ownership Detail | Amount | Notes |
|---|---|---|
| Common shares owned | 3,694 | Direct ownership |
| Options exercisable ≤60 days | 17,250 | Included in beneficial ownership total |
| Total beneficial ownership | 20,944; <1% | Based on 11,214,835 shares outstanding on 4/10/2025 |
| Options outstanding (12/31/2024) | 17,250 | Director options held |
| Shares pledged | 0 (pledging prohibited by policy) | Policy restriction reduces alignment risk |
Governance Assessment
- Board leadership and independence: Eansor serves as Independent Chair, separate from CEO, enhancing oversight and accountability; independence affirmed by Board.
- Committee leadership: Chairs both Audit and Compensation—central to financial reporting integrity and pay governance; audit financial expert designation strengthens oversight.
- Engagement: FY2024 attendance ≥75% across Board/committees; committees met 4 times each, indicating regular engagement cadence.
- Compensation alignment: FY2024 director compensation for Eansor was entirely cash ($99,000) with no option grants that year—below policy’s typical equity mix, potentially reducing equity alignment versus policy baseline; however, he holds outstanding options (17,250 shares).
- Conflicts/related‑party exposure: Company disclosed significant related‑party transactions with entities affiliated with former director John Wilson (Wilson Wolf, Cell Ready MSA, asset sale), including payments and subsequent MSA termination and settlement; no related‑party transactions involving Eansor were disclosed, and his independence was affirmed.
- Policy safeguards: Insider trading policy prohibits hedging/pledging, which mitigates alignment risks and potential collateralization concerns.
RED FLAGS: Company‑level related‑party exposure with Cell Ready/Wilson Wolf (former director) is notable; nonetheless, no direct involvement by Eansor is disclosed and Board independence assessment includes him as independent.