Steven Elms
Marker TherapeuticsAbout Steven Elms
Steven Elms, age 61, is an independent director of Marker Therapeutics and joined the Board in August 2019 after previously serving as a non‑voting board observer; he is Managing Partner at Aisling Capital (since 2000) and holds a B.A. in Human Biology from Stanford University and an M.B.A. from Northwestern’s Kellogg School of Management . He serves as chairman of ADMA Biologics (since 2007) and Elevation Oncology (since May 2019), with prior public board roles at Zosano Pharma (May 2018–May 2022) and LOXO Oncology (2013–Feb 2019) . The Board has affirmatively determined Mr. Elms to be independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LOXO Oncology | Director | 2013–Feb 2019 | Director experience in oncology biotech |
| Zosano Pharma Corp. | Director | May 2018–May 2022 | Director experience in pharmaceutical development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADMA Biologics, Inc. | Chairman of the Board | Since 2007 | Governance leadership as Board Chair |
| Elevation Oncology, Inc. | Chairman of the Board | Since May 2019 | Governance leadership as Board Chair |
| Aisling Capital | Managing Partner | Since 2000 | Life sciences investment expertise |
Board Governance
- Committee assignments (FY2024): Audit Committee member; Compensation Committee member; not on Nominating & Corporate Governance Committee .
- Committee chair roles (FY2024): Audit chaired by David Eansor; Nominating & Corporate Governance chaired by Dr. Katharine Knobil; Compensation chaired by David Eansor .
- Independence: Board determined Elms is independent under Nasdaq standards .
- Attendance: The Board met 8 times in FY2024; each director attended at least 75% of Board and relevant committee meetings .
| Committee | Role | Chair? | Meetings (FY2024) | Independence |
|---|---|---|---|---|
| Audit | Member | No | 4 | Committee members independent |
| Compensation | Member | No | 4 | Committee members independent |
| Nominating & Corporate Governance | Not a member | — | 4 | Committee members independent |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Basis |
|---|---|---|
| Annual Board retainer | $40,000 | Director compensation policy |
| Audit Committee member fee | $7,500 | Policy |
| Compensation Committee member fee | $5,000 | Policy |
| Option awards | $0 | FY2024 Director Compensation table |
| Total cash fees | $52,500 | FY2024 Director Compensation table (Elms) |
- Independent compensation consultant: Radford (Aon) periodically assesses the director program relative to comparators .
Performance Compensation
| Equity Program Element | Grant Value | Vesting | Notes |
|---|---|---|---|
| New director option grant | $120,000 | 36 equal monthly installments | Under 2020 Plan; 10‑year term; strike at grant‑date close |
| Annual director option grant | $100,000 (capped at 8,000 shares, post split) | Vests on first anniversary | Under 2020 Plan; 10‑year term; strike at grant‑date close |
| FY2024 option awards (Elms actual) | $0 | — | No option award recognized for FY2024 |
| FY2023 option awards (Elms actual) | $10,612 | Per grant terms | Grant‑date fair value per ASC 718 |
No director performance metrics (e.g., TSR/EBITDA goals) are described for director equity grants; awards follow standard vesting as above .
Other Directorships & Interlocks
| Entity | Relationship to MRKR | Details |
|---|---|---|
| Aisling Capital | Significant shareholder linkage | Elms previously designated as MRKR board observer via Aisling; he shares voting/dispositive power over Aisling’s MRKR holdings |
| NEA (New Enterprise Associates) | Significant shareholder linkage | NEA has non‑voting board observer rights; independent of Elms but relevant to board composition |
Expertise & Qualifications
- Life sciences investment and governance expertise as Managing Partner at Aisling Capital and Chair at ADMA Biologics and Elevation Oncology .
- Education: B.A. Human Biology (Stanford); M.B.A. (Northwestern Kellogg) .
- Board skills cited by MRKR: Financial services background and extensive pharmaceutical/healthcare experience .
Equity Ownership
| Ownership Item (as of April 10, 2025) | Quantity | Notes |
|---|---|---|
| Common shares held via Aisling Capital (shared voting/dispositive power) | 314,285 | Footnote (6) |
| Warrants held via Aisling Capital (shared voting/dispositive power) | 51,415 | Footnote (6) |
| Common shares held directly by Elms | 2,968 | Footnote (6) |
| Options exercisable within 60 days | 9,250 | Footnote (6) |
| Total beneficial ownership | 389,003 | Security ownership table |
| Ownership % of outstanding | 3.6% | Based on 11,214,835 shares outstanding |
| Shares outstanding used for % | 11,214,835 | As of April 10, 2025 |
| Director options held (12/31/2024) | 17,250 | Aggregate options held as of FY2024 year‑end |
Governance Assessment
- Board effectiveness: Elms serves on Audit and Compensation, the two most critical oversight committees; Audit explicitly reviews related‑person transactions and internal controls, strengthening risk oversight .
- Independence and attendance: Board affirmed Elms’ independence under Nasdaq rules; attendance threshold met (≥75% of meetings) in FY2024, which supports engagement and reliability .
- Compensation alignment: FY2024 director pay for Elms was entirely cash ($52,500) with no option awards, versus FY2023 cash plus modest options ($10,612); policy provides for equity grants, but none were reported for Elms in 2024, lowering equity‑at‑risk alignment for that year .
- Ownership and potential influence: Through Aisling Capital, Elms shares voting/dispositive power over a meaningful MRKR stake and warrants; combined beneficial ownership of 3.6% signals alignment but also warrants monitoring for conflicts in matters affecting large holders .
- Related‑party context: Significant transactions occurred with entities tied to another director (Wilson Wolf; Cell Ready); Audit Committee (of which Elms is a member) oversees approval/ratification of related‑person transactions per policy, a mitigating governance control .
- Compensation governance: Use of an independent consultant (Radford) for director program benchmarking supports pay governance quality; the Board considers stockholder feedback in executive pay decisions (say‑on‑pay), demonstrating responsiveness to investors .
RED FLAGS
- Large‑holder interlock: Elms’ role at Aisling Capital combined with shared voting/dispositive power over Aisling’s MRKR shares and warrants, and prior board observer designation via Aisling, may create perceived conflicts of interest in strategic or financing decisions; continued robust recusal and Audit Committee oversight are critical .
- Equity grant consistency: Absence of FY2024 director option awards despite a policy for annual grants could indicate discretionary shifts; investors may seek clarity on rationale and long‑term alignment approach for directors .
Overall signal: Elms brings deep sector and governance experience and is engaged on key oversight committees; potential conflicts from investor interlocks should be actively managed via transparent recusals and strict application of the related‑party policy .