Aaron Fletcher
About Aaron G.L. Fletcher, Ph.D.
Aaron Fletcher (age 44) is Chairperson of the Board and an independent director at Actuate Therapeutics, Inc. (ACTU) since April 2015; he holds a Ph.D. in Biochemistry (Colorado State University) and has deep healthcare/biotech investment and board experience . He is classified as a Class II director (term expires at the 2026 annual meeting) and the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bios Research | Founder & President | Since 2012 | Healthcare/biotech equity research leadership |
| Independent Consultant | Biotechnology & healthcare equity consultant | >10 years | Sector-focused advisory |
| Dallas Baptist University | Visiting Professor (Biochemistry, Bioethics, Cell Biology) | Since 2008 | Academic teaching |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognition Therapeutics, Inc. (public) | Director; Compensation Committee member | Since Jul 2015 | Compensation oversight |
| ONL Therapeutics, Inc. (private) | Director | Since Sep 2024 | Private biotech governance |
| TFF Pharmaceuticals, Inc. (public) | Director; Compensation; Nominating & Governance | Mar 2018–Nov 2023 | Human capital & governance oversight |
| Cue Biopharma (public) | Director; Compensation; Pricing Committee | Oct 2019–Oct 2023 | Pricing strategy; compensation |
| Rein Therapeutics (fka Aileron Therapeutics, Inc.) (public) | Director; Compensation | Aug 2014–Oct 2023 | Compensation oversight |
| Lung Therapeutics, Inc. (biopharma) | Director; Compensation | Aug 2014–Oct 2023 | Compensation oversight |
| AbiliTech Medical, Inc. | Director; Compensation | Nov 2016–Jan 2023 | Compensation oversight |
| SWK Holdings Corporation (public) | Director; Audit Committee member | Aug 2019–Dec 2021 | Audit oversight |
Board Governance
- Structure and roles: Fletcher is Chairperson of the Board and chairs the Nominating & Corporate Governance Committee; the Board does not have a Lead Independent Director and independent directors meet in executive session regularly .
- Committee memberships: Nominating & Corporate Governance Committee (Fletcher—Chair), with Todd Thomson and Dan Zabrowski; Audit Committee (Keyes—Chair, Ronneberg, Sawhney); Compensation Committee (Zabrowski—Chair, Ronneberg, Sawhney) .
- Attendance and engagement: The Board met 5 times in 2024 and all directors attended at least 75% of Board and applicable committee meetings; the Nominating & Corporate Governance Committee held zero meetings in 2024 .
- Independence: The Board determined Fletcher is independent under Nasdaq rules .
- Classified board: Fletcher is a Class II director; Class II terms expire at the 2026 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $29,971 | Partial-year post-IPO; reflects program adoption in Aug 2024 |
| Annual cash retainer – Chair of the Board | $70,000 | In lieu of $40,000 director retainer |
| Committee chair/member cash fees | Audit Chair $19,000; Comp Chair $12,000; NCG Chair $8,000; Audit member $9,000; Comp member $6,500; NCG member $4,000 | Program level; annualized post-IPO |
- Cash vs. equity mix (reported 2024): Cash $29,971 vs. option award fair value $94,335 → equity ~76% of reported director compensation .
Performance Compensation
| Equity Award | Grant Date | Shares | Exercise Price | Vesting Schedule | Reported Fair Value |
|---|---|---|---|---|---|
| Annual director option grant | Aug 12, 2024 | 15,000 | $8.00/share | Vests in full on 1st anniversary of grant for annual grants | $94,335 (ASC 718) |
- Initial/annual grant policy: Initial grant 30,000 options at appointment; annual grants 15,000 options thereafter; initial grants vest in three equal annual installments; annual grants vest in full on the first anniversary .
- MNPI timing policy: Awards are not timed around material nonpublic information; equity award policy governs timing .
Performance metrics tied to director compensation
| Metric | Usage | Target/Weighting | Disclosure |
|---|---|---|---|
| Financial/operational metrics (e.g., revenue growth, TSR) | Not used for director pay | N/A | Not disclosed; director equity awards are time-based |
Other Directorships & Interlocks
- Affiliate control: Fletcher is Co-Founder/manager of Bios Capital Management LP and related entities that control Bios Equity Affiliated Funds; he and former director Les Kreis share voting/investment control over these funds .
- Fund interlocks: Bios Equity Affiliated Funds participated in multiple ACTU financings (Series A/B/C preferred, warrants, bridge notes) and purchased 500,000 shares in the IPO; Kairos Venture Affiliated Funds (where director Todd Thomson is an officer) also participated in financings—potential information-flow interlocks across the Board via affiliated investors .
- Related party governance: Audit Committee reviews and approves related-party transactions; formal policy requires recusal and arm’s-length assessment .
Expertise & Qualifications
- Education: Ph.D. in Biochemistry (Colorado State University) .
- Sector expertise: Extensive healthcare/biotech investment and board oversight across public and private companies (compensation, audit, pricing committees) .
- Board leadership: Chairperson of ACTU Board; Chair of Nominating & Corporate Governance Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Aaron G.L. Fletcher (total) | 10,125,488 | 51.66% |
| Through Bios Equity Affiliated Funds | 10,048,403 | 51.26% |
| Direct and family trusts (personal) | 77,085 (60,973 direct; 8,056 KF Legacy Trust; 8,056 MF Legacy Trust) | 0.39% |
- Ownership guidelines: Not disclosed for directors .
- Hedging/pledging: Insider trading policy prohibits short sales, derivatives/hedging, margining, and pledging company stock as collateral (mitigates pledge risk) .
Governance Assessment
- Alignment vs. control: Fletcher’s substantial beneficial ownership (>50%) strongly aligns incentives with shareholders but concentrates control and may influence Board dynamics, including director elections and strategic decisions .
- Independence optics: While the Board determined Fletcher is independent under Nasdaq rules, his leadership role at Bios-affiliated funds that repeatedly financed ACTU (convertible preferred, warrants, bridge notes, IPO purchase) creates perceived conflicts; the company maintains a formal related-party policy and Audit Committee approval processes, but investor scrutiny is warranted .
- Committee effectiveness: The Nominating & Corporate Governance Committee (chaired by Fletcher) held zero meetings in 2024 despite IPO transition and board refresh—this is a governance engagement concern; Audit and Compensation Committees met and have independent chairs and defined charters .
- Attendance: Board attendance (≥75% for all directors) is adequate; the Board held 5 meetings in 2024 .
- Policies: A clawback policy compliant with Nasdaq and an insider trading policy banning hedging/pledging are positives .
- Board structure: No Lead Independent Director; independent directors meet in executive session regularly—ongoing best-practice evaluation recommended given concentrated ownership .
RED FLAGS
- Controlling beneficial ownership by Fletcher/Bios-affiliated funds (51.66%) may impair perceived independence and raise minority shareholder protection concerns .
- Extensive related-party financing history (preferred rounds, bridge notes, IPO participation) demands rigorous oversight and transparent recusal procedures .
- Nominating & Corporate Governance Committee held zero meetings in 2024 despite material governance changes (IPO, board expansion)—questionable committee engagement .
Positive Signals
- Clear related-party transaction policy and Audit Committee oversight; independent committee composition; clawback policy; prohibition on hedging/pledging .