Juan Vera
Marker TherapeuticsAbout Juan Vera
Juan Vera, M.D. (age 45) is President, Chief Executive Officer, Treasurer, Principal Executive Officer, and Principal Financial and Accounting Officer of Marker Therapeutics (MRKR). He has served as a director since October 2018 and became CEO effective May 1, 2023; he previously served as Chief Scientific Officer (2018–2023) and Chief Operating Officer (2021–2023). Dr. Vera earned his M.D. from Universidad El Bosque (Bogotá, Colombia), co-invented Marker’s Multi-Antigen Recognizing (MAR)-T technology, co-founded Marker’s predecessor, and serves as an Associate Professor at Baylor College of Medicine and as a director of AlloVir, Inc. . Company performance context under SEC pay-versus-performance: value of a $100 TSR investment fell to $32.73 in 2024 (from $57.88 in 2023), with net losses of $10.73 million in 2024 and $8.24 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Marker Therapeutics | President & CEO; Principal Executive Officer; Treasurer | May 2023–present | Leadership across clinical pipeline and capital allocation . |
| Marker Therapeutics | Principal Financial & Accounting Officer | Nov 17, 2023–at least Q3 2025 | Combined CEO/CFO certifications; internal control oversight . |
| Marker Therapeutics | Chief Operating Officer | Nov 2021–Apr 2023 | Operations leadership through pipeline reprioritization . |
| Marker Therapeutics | Chief Scientific Officer | Oct 2018–Apr 2023 | Led MAR‑T scientific strategy and translational development . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AlloVir, Inc. | Director; Co‑founder; prior CPDO | Director since 2014; CPDO 2014–Jun 2020 | Cell therapy domain expertise; potential information flows/interlocks . |
| Baylor College of Medicine | Associate Professor, Center for Cell & Gene Therapy | 2015–present | Academic leadership and innovation pipeline linkage . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (YTD) |
|---|---|---|---|
| Base Salary ($) | 399,251 | 400,000 | Increased to 440,000 effective Aug 8, 2025 . |
| Target Annual Bonus (% of salary) | 40% | 40% | Not disclosed (policy ongoing) . |
| Actual Cash Bonus Paid ($) | 0 (paid partly in options in lieu) | 0 | N/A (not disclosed) . |
| Director Fees for Board Service ($) | 0 (executive; no director cash comp) | 0 | 0 (not indicated) . |
Performance Compensation
- Structure: annual incentives may be paid in cash or equity; board discretion; emphasis on equity to align with stockholder value .
- 2023 incentive mix: Board paid a portion of earned 2023 annual incentives in stock options vesting monthly over four years starting Mar 27, 2023 .
| Equity Award Detail | Grant Date | Instrument | Amount/Strike | Vesting | Expiry |
|---|---|---|---|---|---|
| Incentive in lieu of 2023 cash bonus | Mar 27, 2023 | Stock Options | 46,487; GDFV $75,894 | Equal monthly over 4 years from 3/27/2023 | 10-year term per plan (not separately stated) . |
| CEO option grant | May 10, 2023 | Stock Options | 100,000 @ $1.42 | Equal monthly over 48 months (time-based) | 5/10/2033 . |
| Annual/program awards | Feb 27, 2023 | Stock Options | 36,807 unexercisable; 9,680 exercisable @ $2.14 | 25% after 1 year, then monthly over 48 months (typical) | 2/27/2032 . |
| Prior awards | Feb 17, 2022 | Stock Options | 8,665 unexercisable; 7,336 exercisable @ $4.60 | Time-based per footnotes | 2/17/2032 . |
Performance metric design and weighting were not disclosed in the smaller reporting company CD&A; payouts for 2024 show no non‑equity incentive paid, and 2023 awards were partly delivered as options; specific quantitative KPI targets (e.g., TSR percentile, revenue/EBITDA) were not enumerated .
Equity Ownership & Alignment
| Ownership metric | As of 2024 (record date 3/31/24) | As of 2025 (record date 4/10/25) |
|---|---|---|
| Total beneficial ownership (shares) | 393,824 | 413,761 |
| Percent of shares outstanding | 4.36% (8,902,897 SO) | 3.8% (11,214,835 SO) |
| Components | 267,184 common; 126,640 options exercisable within 60 days | 267,184 common; 146,577 options exercisable within 60 days |
| Options – outstanding detail | See Outstanding Equity Awards table in Compensation section | See Outstanding Equity Awards table |
| Pledging/Hedging | Company policy prohibits hedging, short sales, options, margin and pledging by insiders | |
| Ownership guidelines | Not disclosed |
Insider selling pressure indicators:
- Vesting cadence: multiple time-based option grants vest monthly over four years, creating recurring potential sale windows (subject to trading policies) .
- 10b5‑1/Trading plans: Company disclosed no adoption/termination of Rule 10b5‑1 plans by officers/directors in Q2 2025 and Q3 2025, suggesting no recent plan resets during those quarters .
Employment Terms
| Provision | Base Term | Severance (no CoC) | CoC Treatment | Post-termination covenants |
|---|---|---|---|---|
| Employment agreement (July 2019; as executive) | At-will; original base $350,000; target bonus 35% (superseded in practice to 40% as CEO) | If terminated without cause/for good reason: 12 months base salary + pro‑rated target bonus for year of termination; up to 12 months COBRA | If terminated without cause/for good reason within 12 months after a change in control: 12 months base salary + target bonus for year of termination + full vesting of time-based equity awards | 12‑month non‑compete and non‑solicitation; confidentiality/IP assignment |
Clawbacks and tax gross-ups: No executive clawback policy or gross‑up provisions were disclosed in the proxies reviewed; none referenced for Dr. Vera .
Board Governance (including dual-role implications)
- Board service and independence: Dr. Vera has served as a director since October 2018; the Board affirmatively determined the other three nominees (Eansor, Elms, Knobil) are independent under Nasdaq rules; by implication the CEO (Vera) is non‑independent .
- Leadership structure: Independent Chair (Eansor); separation of Chair/CEO roles is designed to enhance objective oversight .
- Committees: Vera is not a member of Audit, Compensation, or Nominating & Governance; all committees consist solely of independent directors; 2024 meetings: Audit 4, Compensation 4, Nominating 4 .
- Attendance: The Board met eight times in fiscal 2024; each director attended at least 75% of Board/committee meetings .
- Director compensation: Executives do not receive separate director compensation; non‑employee directors are paid cash retainers and typically annual option grants; in 2024 directors received cash only (no options), while Vera received none as an executive director .
- Related-party oversight: The Audit Committee oversees related-person transactions; policy prohibits conflicted voting; significant related transactions with entities tied to director John Wilson (Cell Ready) are disclosed; service agreement with AlloVir (where Vera is a director) was in effect until June 2023 (see Related-Party Transactions below) .
Director Compensation (for context)
| Director (non-employee) | 2024 Cash Fees ($) | 2024 Option Awards ($) | Notes |
|---|---|---|---|
| David Eansor | 99,000 | 0 | Board Chair and committee chair roles . |
| Steven Elms | 52,500 | 0 | Compensation/Audit member . |
| Katharine Knobil | 60,500 | 0 | N&G chair; Compensation/Audit member . |
| John Wilson | 40,000 | 0 | Former director; related-party transactions disclosed . |
| Juan Vera | 0 (executive) | 0 | As CEO, compensation in NEO table . |
Say‑on‑Pay & Shareholder Feedback
- Policy: Annual advisory say‑on‑pay vote .
- Most recent results (2023 Annual Meeting): For 2,347,263; Against 321,791; Abstentions 27,721; Proposal approved (broker non‑votes 3,193,097) .
- Board states it considers shareholder feedback and Radford peer inputs in setting pay .
Related‑Party Transactions (governance risk review)
- Cell Ready LLC (owned by then-director John Wilson): Sale of manufacturing assets/leases for $19.0M (closed June 26, 2023); MSA for product supply in 2024 (approx. $5.5M paid in 2024); MSA terminated Mar 27, 2025 with $453k settlement and mutual releases .
- Wilson Wolf Manufacturing (CEO: John Wilson): Purchases of G‑Rex cell culture devices, including $277k in 2023 .
- AlloVir, Inc. (Vera is director): Services agreement in place until June 2023 (company provided development services) .
Performance & Track Record
| Year | Value of $100 TSR (end of year) | Net Income ($mm) |
|---|---|---|
| 2022 | 27.98 | (29.93) |
| 2023 | 57.88 | (8.24) |
| 2024 | 32.73 | (10.73) |
Notes: Vera assumed CEO role on May 1, 2023; he also carried PFO responsibilities starting Nov 17, 2023, indicating concentrated leadership and potential resource constraints at executive levels .
Compensation Structure Analysis (alignment signals)
- Mix shift: 2024 compensation was entirely base salary (no options or cash bonus), indicating restraint amid continued losses and TSR pressure; 2023 incentives were partly delivered as long‑vesting options (4‑year monthly vesting), tying pay to future value creation .
- Risk balance: Heavy use of time‑based options (vs. PSUs) lowers explicit performance linkage but maintains retention hooks via monthly vesting and potential in‑the‑money value from low strike grants (e.g., $1.42 strike in 2023) .
- Governance: No pledging/hedging permitted; independent Chair and fully independent key committees mitigate dual‑role risks from CEO also serving as PFO .
- Market benchmarking: Compensation Committee employs Radford and a comparator framework; detailed peer constituents not disclosed; as a smaller reporting company, disclosures are scaled .
Employment Terms (severance and CoC economics)
| Scenario | Cash | Equity | Benefits |
|---|---|---|---|
| Termination without cause / good reason (no CoC) | 12 months base + pro‑rated target bonus | No acceleration disclosed | COBRA up to 12 months |
| Termination within 12 months after CoC (double trigger) | 12 months base + target bonus for year of termination | Full acceleration of all time-based equity awards | COBRA up to 12 months |
| Covenants | 12‑month non‑compete and non‑solicit; confidentiality/IP assignment | — | — |
| Source |
Investment Implications
- Pay alignment and retention: 2023 option-heavy incentive mix (4‑year monthly vest) and a $1.42 strike grant create multi‑year retention and potential upside leverage; lack of 2024 variable pay suggests discipline under performance pressure. The structure points to controlled dilution with meaningful at‑risk equity rather than guaranteed cash, but limited disclosure of performance metrics reduces pay‑for‑performance transparency .
- Concentration of roles: CEO also functioning as PFO/Principal Accounting Officer heightens key‑person risk and oversight scrutiny; independent Chair plus fully independent committees partially mitigate this .
- Ownership alignment: Vera’s 3.8% beneficial ownership (Apr 2025) and prohibition on hedging/pledging support alignment; monthly vesting could introduce periodic liquidity windows, though no new 10b5‑1 plans were adopted/terminated in Q2–Q3 2025 per company disclosures .
- Governance/related‑party exposure: Prior related‑party ties (Cell Ready; AlloVir services) were disclosed and in the case of Cell Ready have been terminated with a settlement; continued vigilance on related‑party oversight is warranted .
- Performance baseline: TSR volatility and ongoing losses frame incentive design; any shift toward performance‑vesting equity (PSUs) or explicit KPI targets could strengthen pay‑for‑performance signaling to investors .
If you’d like, I can supplement this with Form 4 insider trading details and a tenure‑to‑date TSR versus biotech benchmarks, or build an options vesting calendar to quantify potential selling pressure by month.