Todd Thomson
About Todd Thomson
Todd Thomson (age 64) has served as an independent director of Actuate Therapeutics, Inc. since September 2022; he is currently Chief Operating and Financial Officer of Kairos Ventures and previously served as Chairman and co‑founder of Dynasty Financial Partners, CEO of Citigroup’s Wealth Management Division, and CFO of Citigroup Inc. (1998–2007). He holds an MBA with Distinction in Finance and Strategy from Wharton and a BA in Economics from Davidson College, bringing deep finance, strategy, and M&A credentials to ACTU’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | CFO; previously CEO, Wealth Management Division | 1998–2007 | Senior financial leadership, M&A and strategy experience |
| Dynasty Financial Partners | Co‑founder; Chairman; current board member | Nov 2010–Aug 2019; board ongoing | Governance and strategic oversight |
| Dragonfly Energy Holdings Corp. | Director | Aug 2021–Oct 2022 | Board service |
| Cyren Ltd. | Director | Nov 2011–Jul 2021 | Board service |
| Cordia Bancorp Inc. | Director | 2010–May 2016 | Board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kairos Ventures | Chief Operating and Financial Officer | Aug 2019–present | Senior operating/finance leadership; investment oversight |
| Sivers Semiconductors | Director; Audit Committee member | Jan 2022–present | Audit committee responsibilities |
| Dynasty Financial Partners | Director | Current | Board oversight |
| Davidson College Endowment | Board; Investment Committee member | Current | Investment oversight |
| World Resources Institute Endowment | Board; Investment Committee member | Current | Investment oversight |
Board Governance
- Classification and tenure: Class I director with term expiring at the 2025 annual meeting; nominated for re‑election to a three‑year term ending 2028 .
- Independence: Board determined Mr. Thomson is independent under Nasdaq rules .
- Committee assignments: Member, Nominating and Corporate Governance Committee (Chair: Dr. Fletcher; members: Thomson, Dr. Zabrowski) .
- Attendance: Board met five times in 2024; all directors attended ≥75% of aggregate Board and committee meetings on which they served .
- Committee activity: Nominating and Corporate Governance Committee held no meetings in 2024 .
- Executive sessions and leadership: Chairperson of the Board is Dr. Fletcher; independent directors meet in executive session regularly; no Lead Independent Director .
Fixed Compensation
| Component | Amount (USD) | Period/Grant | Notes |
|---|---|---|---|
| Fees earned or paid in cash | $16,907 | FY 2024 | As disclosed for Mr. Thomson |
| ACTU director cash program – Annual cash retainer | $40,000 | Ongoing | Non‑employee directors |
| ACTU director cash program – Chair of Board (in lieu of retainer) | $70,000 | Ongoing | Chair only |
| ACTU director cash program – Committee chair fees (Audit/Comp/NomGov) | $19,000 / $12,000 / $8,000 | Ongoing | Annual amounts |
| ACTU director cash program – Committee member fees (Audit/Comp/NomGov) | $9,000 / $6,500 / $4,000 | Ongoing | Annual amounts |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Exercise Price | Fair Value (USD) | Vesting |
|---|---|---|---|---|---|
| Annual non‑employee director stock option grant | Aug 12, 2024 | 15,000 options | $8.00/share | $94,335 | Vests in full on 1st anniversary |
| Initial vs. annual grant policy | Ongoing | Initial: 30,000; Annual: 15,000 | N/A | N/A | Initial vests in 3 equal installments on 1st–3rd anniversaries; Annual vests fully at 1 year |
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| Metrics (TSR, revenue, EBITDA, ESG) | None disclosed for directors |
Other Directorships & Interlocks
| Relationship | Details | Potential Interlock/Conflict Consideration |
|---|---|---|
| Kairos Venture Affiliated Funds beneficial ownership | 13.68% of ACTU common stock; Thomson shares voting and investment control with Kairos Ventures CEO James Demetriades; holdings include shares, warrants (28,464), and options (15,942) aggregated across funds | Significant affiliated ownership may create perceived conflicts despite independence determination; requires robust related‑party oversight |
| Financing transactions involving Kairos Venture Affiliated Funds | Participation in Series B and C preferred financings; warrants amended in May 2024; overall financing history summarized in “Certain Relationships and Related Person Transactions” | Related‑party exposure; audit committee reviews related‑party transactions under policy |
| Sivers Semiconductors board + audit committee | External audit committee service evidences financial oversight expertise | Governance experience is additive; no competitive conflict disclosed |
Expertise & Qualifications
- Finance and strategy: Former Citigroup CFO and CEO of Wealth Management Division; extensive M&A and strategic leadership background .
- Investment leadership: Current COO/CFO at Kairos Ventures; endowment investment committee roles at Davidson College and WRI .
- Education: MBA (Wharton) and BA in Economics (Davidson College) .
- Board skills: Audit committee service at Sivers Semiconductors; governance experience across multiple public companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Todd Thomson | 2,678,752 | 13.68% | Aggregated holdings across Kairos Venture Affiliated Funds; includes shares and certain derivatives per footnote |
Policy context:
- Insider Trading Policy: Prohibits short sales, trading in derivatives, hedging transactions, and pledging/margin on company securities—reducing alignment risks from hedging/pledging .
Governance Assessment
- Strengths: Independent status; seasoned financial executive with prior public‑company CFO experience; active on ACTU’s Nominating & Governance Committee; company prohibits hedging/pledging and maintains a related‑party transaction review process overseen by the audit committee .
- Alignment: Meaningful economic exposure via beneficial ownership tied to Kairos Venture Affiliated Funds; director equity grant structures further align incentives with shareholders .
- Concerns: Nominating & Corporate Governance Committee held zero meetings in 2024; substantial affiliated ownership (13.68%) combined with related‑party financing history may raise perceived conflicts and necessitates vigilant committee oversight and disclosure .
RED FLAGS
- Significant affiliated ownership through Kairos (13.68%) where Thomson shares voting/investment control; ongoing related‑party exposure via historical financings and warrants amendments .
- Nominating & Corporate Governance Committee meeting frequency: no meetings in 2024, potentially limiting formal governance process cadence .