Kathryn Penkus Corzo
Marker TherapeuticsAbout Kathryn Penkus Corzo
Kathryn Penkus Corzo, R.Ph., MBA, was appointed to Marker Therapeutics’ Board of Directors effective November 1, 2025. She is a seasoned biopharma executive and drug developer with 30+ years’ global leadership spanning R&D, clinical development, regulatory, commercialization, and corporate strategy; she currently serves as President and Chief Operating Officer of bit.bio Ltd. Prior roles include Partner at Takeda Ventures and Head of Oncology Cell Therapy Development at Takeda (since 2020), senior leadership at Sanofi/Sanofi Genzyme (2010–2019), and earlier roles at Hoffmann‑La Roche, Roche Molecular Systems, Eli Lilly, and Syndax (1989–2010) . Appointment date: November 1, 2025; option grant awarded upon appointment (details below) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takeda (Takeda Ventures; Takeda Oncology Cell Therapy) | Partner, Takeda Ventures; Head of Oncology Cell Therapy Development | Since 2020 | Led buildout of clinical cell therapy expertise (CAR‑T, CAR‑NK, iPSC programs) |
| Sanofi / Sanofi Genzyme | VP R&D Global Pharma Head (oversaw Myeloma portfolio); prior roles of increasing responsibility | 2010–2019 (Myeloma 2015–2019) | Global development, portfolio leadership |
| Hoffmann‑La Roche; Roche Molecular Systems; Eli Lilly; Syndax | Management and leadership roles across clinical development, medical affairs, BD, market access, brand management | 1989–2010 | Multi‑functional leadership across multiple products/indications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| bit.bio Ltd | President & Chief Operating Officer | Current | Built scalable operations, expanded portfolio; revenue growth contributions |
| Matinas BioPharma Holdings, Inc. (NYSE American: MTNB) | Director (public company) | Sep 2021 – Nov 2024 | Prior public company board service |
Board Governance
- Board appointment: effective Nov 1, 2025; she will stand for re‑election at the next annual meeting .
- Committee assignments at MRKR: not yet disclosed as of appointment; Board committees and FY2024 composition shown to provide context below .
- Board structure: Independent Chair (David Eansor); separation of Chair/CEO roles; Board met 8 times in FY2024; all directors then in office attended ≥75% of Board/committee meetings .
- Current MRKR committee composition (FY2024 context):
- Audit: Eansor (Chair), Elms, Knobil
- Compensation: Eansor (Chair), Elms, Knobil
- Nominating & Corporate Governance: Knobil (Chair), Eansor
- Independence indicators: No related‑party transactions involving Ms. Corzo disclosed at appointment; company stated none requiring disclosure under Item 404(a) of Reg S‑K. Formal independence determination typically provided in the next proxy cycle .
Fixed Compensation
| Component | Amount/Terms | Status/Applicability |
|---|---|---|
| Annual Board retainer (non‑employee director) | $40,000 cash | Policy rate |
| Chair retainers | Board Chair: $30,000; Audit Chair: $15,000; Compensation Chair: $10,000; Nominating Chair: $8,000 | Policy rates |
| Committee member retainers | Audit: $7,500; Compensation: $5,000; Nominating: $4,000 | Policy rates |
| 2024 context – actual cash paid to MRKR non‑employee directors | Eansor $99,000; Knobil $60,500; Elms $52,500; Wilson $40,000 | FY2024 director fee outcomes; no option awards recorded in 2024 |
Note: Ms. Corzo joined in Nov 2025; her actual 2025 cash fees and any committee fees will be disclosed in the 2026 proxy. Policy rates above apply prospectively .
Performance Compensation
| Equity Award | Grant Date | Shares/Options | Exercise Price | Vesting | Term/Notes |
|---|---|---|---|---|---|
| New Director Option Grant (per MRKR policy) | On appointment (Nov 1, 2025) | 147,611 stock options | FMV on grant date | Evenly over 36 months; continuous service required | Granted under 2020 Plan; granted pursuant to non‑employee director program |
| Director Equity Policy (reference) | Annual Meeting each year | Option grant valued at $100,000; new director grant valued at $120,000 | Exercise price = Nasdaq closing price on grant date | Annual grant vests on first anniversary; new director grant vests over 36 months | Ten‑year term; caps on shares per reverse split adjustment |
- Performance metrics: None disclosed for directors; MRKR uses time‑vested stock options for director equity. No PSUs/TSR/ESG metrics are applied to director compensation in policy or 2024 disclosures .
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| Matinas BioPharma Holdings, Inc. | Public | Director | Sep 2021 – Nov 2024 | None disclosed with MRKR |
| — | — | — | — | At MRKR appointment, company disclosed no related‑party transactions for Ms. Corzo |
Expertise & Qualifications
- Oncology and cell therapy development leadership (Takeda cell therapy portfolio; CAR‑T/CAR‑NK/iPSC) .
- Late‑stage/global commercialization experience; portfolio leadership (Sanofi/Sanofi Genzyme) .
- Broad functional scope across clinical, medical, BD, market access, and brand management (Roche, Eli Lilly, Syndax) .
- Professional credentials: R.Ph., MBA .
Equity Ownership
| Category | Holdings | Notes |
|---|---|---|
| Options (outstanding) | 147,611 options (granted 11/1/2025; unvested at grant; 36‑month vesting) | Exercise price at FMV on grant date; under 2020 Plan |
| Common shares beneficially owned | Not disclosed at appointment | Will be disclosed in next proxy/Section 16 filings |
| Hedging/Pledging | Prohibited for directors under MRKR policy | Insider trading policy bans short sales, puts/calls, hedging, margin/pledges |
Governance Assessment
- Positives for board effectiveness and investor confidence:
- Deep operational and development expertise in oncology cell therapy; directly relevant to MRKR’s MAR‑T platform and APOLLO program as the company advances toward potential pivotal work .
- Non‑employee status, with no Item 404 related‑party transactions at appointment; initial equity award aligns incentives with shareholders via option upside .
- MRKR maintains an independent Chair and a hedging/pledging ban for directors, supporting governance discipline and alignment .
- Watch items / potential red flags to monitor:
- Committee assignments and attendance have not yet been disclosed post‑appointment; confirm in the next proxy for full independence/engagement assessment .
- MRKR’s historical related‑party exposure (with former director John Wilson’s entities) was significant but has been unwound: the Cell Ready CDMO MSA terminated March 27, 2025 (payments ~$5.5M in 2024; ~$1.3M in 2023); settlement ~$453k at termination. Purchases from Wilson Wolf in 2023 ($277k); no 2024 purchases. These are not connected to Ms. Corzo but remain context for board oversight rigor .
- Capital needs and dilution risk remain company‑level considerations (e.g., December 2024 financing requiring 2025 shareholder approval for warrant share issuance), requiring disciplined compensation/governance and capital allocation oversight; again, not specific to Ms. Corzo but relevant to board effectiveness .
Compensation Committee Analysis (Context)
- Committee composition (FY2024): Eansor (Chair), Elms, Knobil; all independent under Nasdaq rules .
- Consultant: Radford engaged for compensation benchmarking/advice; also reviews Director Compensation Program; last program amendment February 2022 .
- Director pay mix trend (FY2024 disclosed): cash fees paid; no director option grants recorded in 2024 despite program; new 2025 grant to Ms. Corzo confirms continued use of equity for new directors .
Related‑Party Transactions (Conflict Screening)
- Ms. Corzo: Company disclosed no related‑party transactions at appointment; no arrangements/understandings for selection .
- Company context (not tied to Ms. Corzo):
- Cell Ready LLC (owned by former director John Wilson): asset sale in 2023 ($19.0M consideration), CDMO MSA in 2024–2025; MSA terminated March 27, 2025 with ~$453k settlement; ~$5.5M paid in 2024; ~$1.3M paid in 2023 .
- AlloVir services agreement (CEO Juan Vera on AlloVir board): ended June 2023 .
- Wilson Wolf Manufacturing purchases: $277k in 2023; none in 2024 .
Additional Context Tables
2024 Non‑Employee Director Compensation (Context)
| Director | Fees Earned (Cash) | Option Awards | Total |
|---|---|---|---|
| David Eansor | $99,000 | $0 | $99,000 |
| Katharine Knobil | $60,500 | $0 | $60,500 |
| Steven Elms | $52,500 | $0 | $52,500 |
| John Wilson | $40,000 | $0 | $40,000 |
Board & Committees (FY2024 Composition)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Audit | Eansor; Elms; Knobil | Eansor | 4 |
| Compensation | Eansor; Elms; Knobil | Eansor | 4 |
| Nominating & Corporate Governance | Knobil; Eansor | Knobil | 4 |
Meeting cadence and composition are provided as context; Ms. Corzo joined after FY2024.
Appointment & Initial Equity Award
| Event | Date | Details |
|---|---|---|
| Board Appointment | Nov 1, 2025 | Appointed as director; to stand for re‑election at next annual meeting |
| Initial Option Grant | Nov 1, 2025 | 147,611 options; exercise price at FMV on grant date; vests evenly over 36 months; under 2020 Plan |
Independence, Attendance, Engagement
- Independence: Next proxy should reflect formal determination under Nasdaq rules; at appointment, no Item 404 related‑party transactions were disclosed for Ms. Corzo .
- Attendance: FY2024 attendance not applicable; Board reported all then‑serving directors ≥75% attendance; Board held 8 meetings .
- Engagement: Press release positions her to support transition toward potential pivotal development and commercialization planning, aligning with her oncology cell therapy and commercialization expertise .
Summary Implications
- Ms. Corzo brings directly relevant clinical and commercialization expertise to MRKR’s next phase; her non‑employee status, lack of related‑party ties at appointment, and option‑heavy equity grant support alignment with shareholders. Monitoring items include forthcoming committee assignments, attendance, and 2026 proxy disclosures for independence and compensation granularity .