Katharine Knobil
About Katharine Knobil
Katharine Knobil, M.D. (age 61) has served as an independent director of Marker Therapeutics (MRKR) since December 2021. She is a physician-executive with senior roles including Chief Medical Officer at Agilent Technologies (Apr 2021–Jan 2024), Chief Medical Officer & Head of R&D at Kaleido Biosciences (Dec 2018–Jan 2021), and corporate/global CMO roles at GlaxoSmithKline (2015–2018). She holds a B.A. from Cornell University and an M.D. from UT Southwestern, with a fellowship in Pulmonary & Critical Care Medicine at Johns Hopkins .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies, Inc. | Chief Medical Officer | Apr 2021–Jan 2024 | Led medical/clinical strategy |
| Kaleido Biosciences, Inc. | CMO & Head of R&D | Dec 2018–Jan 2021 | Oversaw R&D portfolio |
| GlaxoSmithKline plc | Corporate Chief Medical Officer | 2017–Dec 2018 | Enterprise medical governance |
| GlaxoSmithKline plc | CMO, Pharmaceuticals | 2015–2017 | Therapeutic area oversight |
| Arena Pharmaceuticals, Inc. | Director | Jun 2020–Mar 2022 (acquired by Pfizer) | Board service through acquisition |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Nimbus Therapeutics, LLC | Director | Current | Private biotech |
| KorroBio, Inc. | Director | Current | Public biotech |
| Infinant Health, Inc. | Director | Current | Private health company |
| Pliant Therapeutics, Inc. | Director | Current | Public biotech |
Board Governance
- Independence: The Board affirmatively determined Dr. Knobil is independent under Nasdaq rules .
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Board leadership: Independent Chair (David Eansor); separation of Chair and CEO roles for enhanced oversight .
- Attendance and engagement: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings. All four directors attended the 2024 Annual Meeting .
- Risk oversight: Audit Committee oversees financial, compliance, and information security risks; Compensation Committee monitors incentives for excessive risk; Nominating & Governance oversees governance effectiveness .
Fixed Compensation
| Year | Cash Retainer | Committee Member Fees | Committee Chair Fees | Total Cash | Option Awards (Grant-Date FV) |
|---|---|---|---|---|---|
| 2024 (actual) | — | — | — | $60,500 | $0 |
Director compensation policy (structure):
- Board annual cash retainer: $40,000; Board Chair additional $30,000 .
- Committee fees: Audit Chair $15,000; Comp Chair $10,000; Nominating & Governance Chair $8,000; Audit member $7,500; Comp member $5,000; Nominating & Governance member $4,000 .
- Equity: New director option grant valued at $120,000 (vests monthly over 36 months); annual option grant valued at $100,000 (vests on first anniversary; cap 8,000 shares, adjusted for reverse split) .
Performance Compensation
Equity awards are time-based (no disclosed performance metrics for directors); vesting follows policy above. Notable option grants to Dr. Knobil:
Notes:
- Initial grant vests monthly over three years per program terms .
- Annual grants vest on the first anniversary per program terms .
- Form 4 filings do not always disclose vesting; program-level vesting applies unless otherwise specified .
Other Directorships & Interlocks
| Company | Relationship to MRKR | Potential Interlock/Conflict |
|---|---|---|
| Nimbus Therapeutics, LLC; KorroBio, Inc.; Infinant Health, Inc.; Pliant Therapeutics, Inc. | External directorships | No MRKR-related party transactions disclosed involving Dr. Knobil; Board determined independence . |
Expertise & Qualifications
- Physician executive with broad clinical development leadership; senior CMO roles at Agilent, Kaleido, and GSK .
- Education: B.A. (Cornell), M.D. (UT Southwestern), fellowship at Johns Hopkins .
- Board experience across multiple biopharma companies (Arena, Pliant, KorroBio, Nimbus, Infinant) .
Equity Ownership
| Holder | Shares of Common | Options Exercisable within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Katharine Knobil | 150 | 28,500 | 28,650 | <1% |
Additional alignment factors:
- Hedging/pledging: Company policy prohibits short sales, options hedging, use of margin accounts, and pledges for directors and employees (reduces alignment risk) .
- Ownership guidelines: Not disclosed in proxy .
Governance Assessment
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Strengths:
- Independence affirmed; chairs Nominating & Corporate Governance and sits on Audit and Compensation—strong voice in governance and pay oversight .
- Engagement: ≥75% attendance in 2024 and attendance at the 2024 Annual Meeting supports active participation .
- Alignment: Time-based equity grants; hedging/pledging prohibited, reducing misalignment risks .
-
Considerations:
- Multiple external board commitments across biopharma could create time demands; no related-party transactions identified involving Dr. Knobil, and independence reaffirmed .
- 2024 director pay was all cash ($60,500) with no option grant, but Form 4s show sizable option awards in 2025; monitor evolving cash/equity mix and any changes in vesting or award practices [ReadFile].
-
Related-party exposure:
- Company engaged in transactions with entities linked to former director John Wilson (Wilson Wolf, Cell Ready CDMO) and historical engagement with AlloVir (where CEO serves on board); these are overseen under the Related-Person Transactions Policy and Audit Committee review. No disclosures tie Dr. Knobil to these transactions .
Appendix: Director Compensation Policy Details
| Component | Amount |
|---|---|
| Board annual cash retainer | $40,000 |
| Board Chair additional cash | $30,000 |
| Audit Chair | $15,000 |
| Compensation Chair | $10,000 |
| Nominating & Governance Chair | $8,000 |
| Audit member | $7,500 |
| Compensation member | $5,000 |
| Nominating & Governance member | $4,000 |
| New director option grant (value) | $120,000; vests monthly over 36 months |
| Annual option grant (value) | $100,000; vests on first anniversary; ≤8,000 shares (post-reverse split cap) |
Citations:
- Board/committee roles, independence, attendance, compensation and policy: .
- Ownership: .
- Hedging/pledging policy: .
- Appointment and initial grant details: .
- Insider Form 4 transactions (awards and holdings): https://www.sec.gov/Archives/edgar/data/1094038/000120919121068837/0001209191-21-068837-index.htm; https://www.sec.gov/Archives/edgar/data/1768011/000120919122032172/0001209191-22-032172-index.htm; https://www.sec.gov/Archives/edgar/data/1094038/000120919123035616/0001209191-23-035616-index.htm; https://www.sec.gov/Archives/edgar/data/1094038/000110465925014318/0001104659-25-014318-index.htm; https://www.sec.gov/Archives/edgar/data/1094038/000176801125000003/0001768011-25-000003-index.htm [ReadFile].