David A. Scheinberg
SELLAS Life Sciences GroupAbout David A. Scheinberg
David A. Scheinberg, M.D., Ph.D., age 69, has served as an independent director of SELLAS since December 2017 and is Chair of the Board’s Science Committee; he is the Vincent Astor Chair and Chairman of the Center for Experimental Therapeutics at Memorial Sloan Kettering Cancer Center (MSK), Deputy Director of the Sloan Kettering Institute for Therapeutic Discovery, and Professor of Medicine and Pharmacology (Weill Cornell), with prior service as co-chair of the Pharmacology graduate program until 2022; he holds an M.D. and Ph.D. from Johns Hopkins University and a B.A. in Biology from Cornell University . His SELLAS board term expires in 2027 (Class II), and he has 100% meeting attendance in 2024, underscoring strong engagement and governance discipline .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Progenics Pharmaceuticals, Inc. | Director | 1996–2019 | Pharma board experience; company merged with Lantheus (NASDAQ: LNTH) |
| ContraFect Corporation | Director | 2010–2016 | Public, clinical-stage biotech board service |
| Private SELLAS | Scientific Advisory Board Member | 2015–2017 | Predecessor to SELLAS; scientific oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Sloan Kettering Cancer Center | Vincent Astor Chair; Chairman, Center for Experimental Therapeutics; Deputy Director, Sloan Kettering Institute for Therapeutic Discovery | Current | Led discovery/early clinical development of galinpepimut‑S (GPS) |
| Weill Cornell Medical College | Professor of Medicine and Pharmacology; former co-chair Pharmacology graduate program | Current; co-chair until 2022 | Academic leadership |
| Gerstner Sloan Kettering Graduate School | Professor | Current | Graduate education in biomedical sciences |
| MSK Department of Medicine (Leukemia Service) | Attending physician; former Chief | Chief 1992–2001; Attending current | Clinical leadership |
| Sapience Therapeutics, Inc. (private) | Director | Current | Private clinical-stage biotech board |
Board Governance
| Attribute | Detail |
|---|---|
| Board Class/Term | Class II; term expires 2027 |
| Independence | Board determined Scheinberg is independent under Nasdaq standards |
| Committee Memberships | Compensation Committee (member); Science Committee (Chair) |
| Attendance | 100% of Board and committee meetings in 2024; all directors attended 2024 annual meeting |
| Board Leadership | Independent Chair: John Varian; separation of Chair/CEO roles |
| Risk Oversight Context | Audit (financial/cybersecurity), Compensation (risk from incentives), Nominating & Corporate Governance (ESG/governance) |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees earned | $66,000 | Reflects base retainer + committee chair/member fees per policy |
| Option awards (grant-date fair value) | $4,586 | 10,000 options granted on Jan 22, 2024 |
| Stock awards (RSUs, grant-date fair value) | $3,117 | Annual director RSU grant; policy-based |
| Total | $73,703 |
Director Compensation Policy (effective Mar 2, 2023; amended Jan 10, 2025):
| Category | Policy Amount |
|---|---|
| Annual base retainer | $40,000 |
| Additional Chair of the Board | $30,000 |
| Committee Chair (Audit/Comp/Nominating/Science) | $18,000 |
| Committee Member (Audit/Comp/Nominating/Science) | $8,000 |
Performance Compensation
| Equity Grant Type | Policy Amount | 2024 Actual | Vesting |
|---|---|---|---|
| Initial option grant (upon joining Board) | 74,500 options | N/A in 2024 | 36 equal monthly installments over 3 years |
| Annual option grant | 18,500 options | 10,000 options (Jan 22, 2024) | Vests in full by first anniversary or before next annual meeting |
| Annual RSU grant | 12,500 RSUs | Stock awards value $3,117 (number not disclosed) | Vests in full on Dec 1 of grant year |
- No director performance metrics disclosed; director equity awards vest based on service, not financial/operational targets .
Other Directorships & Interlocks
| Company | Listing | Role | Tenure/Notes |
|---|---|---|---|
| Sapience Therapeutics, Inc. | Private | Director | Current |
| Progenics Pharmaceuticals, Inc. | Public (merged) | Director | 1996–2019; merged with Lantheus (NASDAQ: LNTH) |
| ContraFect Corporation | Public | Director | 2010–2016 |
Expertise & Qualifications
- Leading academic oncologist and drug developer; discovered and advanced GPS at MSK .
- Deep translational research leadership (MSK Chair/Deputy Director); extensive scientific network .
- Multidecade board experience across public and private biotechs .
- Education: M.D. and Ph.D. (Pharmacology & Experimental Therapeutics), Johns Hopkins; B.A. Biology, Cornell .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Direct/Common | Options exercisable within 60 days | % Outstanding |
|---|---|---|---|---|
| David A. Scheinberg | 52,037 | 10,582 | 41,455 | <1% of 94,548,425 shares |
Ownership Alignment Policies:
- Stock ownership guidelines: Non-Employee Directors at 3× annual cash retainer; compliance progress assessed annually; covered persons making appropriate progress toward October 1, 2028 deadline .
- Insider Trading Policy prohibits short sales, margin purchases, hedging, and pledging of Company stock, with limited exception only if financial capacity clearly demonstrated and pre-cleared .
Governance Assessment
- Strengths: Independent status; Chair of Science Committee overseeing clinical strategy; 100% attendance; time-based equity with modest grant values; ownership guidelines and strict anti-hedging/pledging policy support alignment .
- Potential conflict exposure: Scheinberg’s senior leadership at MSK, while SELLAS licenses MSK’s WT1 peptide vaccine technology (GPS); Company maintains a robust Related Person Transactions policy requiring Audit Committee review and director recusal where appropriate, mitigating risk .
- Shareholder sentiment: 2025 Say-on-Pay passed with 29,589,249 for vs. 12,767,791 against (approx. 69.8% support), and stockholders favored annual frequency for say-on-pay (34,762,424 votes) .
- Red flags: No pledging/hedging permitted; no director-specific related-party transaction disclosed; attendance strong; no compensation anomalies identified for directors in 2024 .
Say-on-Pay & Shareholder Feedback (2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NME compensation) | 29,589,249 | 12,767,791 | 1,128,179 | 17,833,963 |
| Say-on-Pay Frequency | 34,762,424 (1 year) | 1,716,688 (2 years) | 4,234,750 (3 years) | 2,771,357 (abstain) |
Committee Assignments and Engagement Detail
| Committee | Role | 2024 Meetings/Activity |
|---|---|---|
| Science Committee | Chair | Met 4 times; reviews clinical programs quarterly |
| Compensation Committee | Member | Met 4 times; oversees compensation strategy and director pay; independent membership |
| Board | Director (Class II) | Board met 6 times; 100% attendance |
Director Compensation Detail (Mechanics and Benchmarks)
| Element | Structure |
|---|---|
| Cash | Annual base retainer plus committee chair/member fees; benchmarked annually vs peer group |
| Equity | Annual option + RSU grants; time-based vesting aligned to service and annual meeting cycle |
Related-Party Transactions & Conflicts Policy
| Policy Component | Key Provision |
|---|---|
| Review Threshold | Transactions >$120,000 involving directors/executives/5% holders require Audit Committee review |
| Approval Standard | Must be in, or not inconsistent with, Company and stockholder best interests; consider independence impacts |
| Director Recusal | Required if a director has an interest in the transaction |
Notes on MSK Relationship and Conflict Controls
- SELLAS negotiated an exclusive MSK license for WT1 peptide vaccine technology; Scheinberg’s MSK leadership creates potential perceived conflict; governance mitigants include Related Person Transactions policy with mandatory Audit Committee oversight and recusal, plus broader separation of Board leadership and independent committee structures .
Board Governance Context
| Policy/Practice | Summary |
|---|---|
| Clawback Policy | Amended Sept 12, 2023 to comply with SEC Rule 10D-1/Nasdaq; applies to incentive compensation over prior 3 years in restatement scenarios |
| Corporate Governance Guidelines | Cover board composition, selection, meetings, succession, committees, compensation; published on investor website |
| Insider Trading Policy | Prohibits short-term speculative transactions, options, pledging/margin; requires pre-clearance; quarterly blackouts |
Overall, Scheinberg’s scientific expertise and committee leadership support board effectiveness and clinical strategy oversight, with governance structures (independence, attendance, policies) mitigating potential MSK-related conflicts; director pay appears appropriately modest and primarily time-based equity, aligning with standard small-cap biotech practices .