Gabriela Gruia
About Gabriela Gruia
Independent director since May 2023; age 68 (2025 proxy). Oncologist with 25+ years in oncology drug development, formerly SVP & Global Head of Regulatory Affairs at Novartis Oncology and Chief Development Officer at Ichnos Sciences. Education: M.D. (Bucharest Medical School, Romania), Master’s in Breast Pathology/Mammography (Rene Huguenin/Curie Institute), oncology/hematology training at René Descartes University (Paris). Serves on Aprea’s Research & Development Committee, bringing deep regulatory and clinical development expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Oncology | Senior Vice President & Global Head of Regulatory Affairs | Aug 2004 – Feb 2020 | Led global oncology regulatory affairs; spearheaded worldwide submissions/approvals for Tasigna, Jakavi, Afinitor, Signifor, Zykadia, Farydak, Rydapt, Odomzo, Kisqali, Kymriah, Adakveo, Piqray . |
| Ichnos Sciences | Chief Development Officer | Feb 2020 – Jan 2021 | Oversaw Clinical Development/Operations, Regulatory Sciences, Clinical Pharmacology, Toxicology, Biostatistics . |
| Gabriela Gruia Consulting, LLC | Founder & Principal | Current | Strategic regulatory/clinical development advisory across cell/gene therapy, biologics, immunotherapy, small molecules . |
External Roles
| Organization | Role | Public/Private | As-of Date | Notes |
|---|---|---|---|---|
| TSCAN Therapeutics, Inc. | Director | Public | 2025 | Current public company directorship . |
| Molecular Templates, Inc. | Director | Public | 2024 | Disclosed as public board role in 2024 proxy (not listed in 2025) . |
| NETRIS Pharma | Director | Private | 2025 | Current private company board . |
| Tessa Therapeutics Ltd. | Director | Private | 2024 | Disclosed as private board role in 2024 proxy . |
Board Governance
- Independence: Determined independent under Nasdaq rules; independent director and committee member standards met .
- Committee assignments (Aprea): Research & Development Committee member; not on Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: In 2024, the Board held 4 meetings; each director attended at least 75% of Board and applicable committee meetings; directors are expected to attend annual meetings .
- Committee meetings (2024): Audit 4; Compensation 1; Nominating & Corporate Governance 0; R&D 5 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Research & Development | Member | 5 |
| Audit | — | 4 |
| Compensation | — | 1 |
| Nominating & Corporate Governance | — | 0 |
Fixed Compensation
| Element | 2024 Director Program Terms | Gabriela Gruia 2024 Actual |
|---|---|---|
| Annual cash retainer | $40,000 | $44,000 total cash (retainer + committee member fee) |
| Committee chair retainers | Audit $7,500; Compensation $5,000; NCGC $4,000; R&D $4,000 | None (not a chair) |
| Committee member retainers | Audit $7,500; Compensation $6,000; NCGC $4,000; R&D $4,000 | R&D member ($4,000 included in total) |
| Meeting fees | Not disclosed | Not disclosed |
Notes: Directors reimbursed for business-related expenses; employee director (CEO) receives no board fees .
Performance Compensation
| Element | Structure | 2023 Actual | 2024 Actual |
|---|---|---|---|
| Initial equity grant | Up to $185,000 in stock options; vests 3 equal annual installments, service-contingent | Option awards $36,250 grant-date fair value; cash $16,129; total $52,379 | No equity awards reported; cash-only $44,000 |
| Annual equity retainer | Up to $150,000 target (80% options/20% RSUs), vests at first anniversary; calibrated to market and share usage constraints | Calibrated to ~$7,225 for 2023 program | Calibrated to ~$16,431 for 2024 program; some directors received small options/RSUs; Gruia reported none |
Performance metrics: No director performance-based metrics disclosed (director equity awards are time-vesting only) .
Vesting schedules: Options typically 3-year equal annual vesting (initial grants); annual retainer (options/RSUs) vests on first anniversary .
Anti-hedging/pledging: Company policy prohibits hedging/short sales and pledging/margin accounts for directors .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None—committee members were non-employee directors; no reciprocal board/comp committee interlocks disclosed; Gruia is not on Compensation Committee .
- Related-party transactions: None involving Gruia; Company reported no related-person transactions exceeding thresholds in 2024–2025; one transaction involved TellBio (linked to director Richard Peters) approved by Audit Committee .
Expertise & Qualifications
- Clinical development and regulatory leadership across oncology modalities (cell/gene therapy, biologics, immunotherapy, small molecules) .
- Track record of global approvals for major oncology therapies at Novartis; experienced in submissions/labeling/agency interactions .
- Medical training and specialized pathology expertise support R&D Committee oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Gabriela Gruia, M.D. (as of record date April 10, 2025) | 12,500 | <1% | Consists of options exercisable within 60 days; no common shares disclosed; outstanding shares: 5,525,172 . |
| As of Dec 31, 2024 (program-level disclosure) | — | — | Aggregate outstanding option/RSU awards for Gruia: none at year-end 2024 . |
Hedging/pledging: Prohibited by insider trading policy; no pledging disclosed .
Section 16 compliance: No delinquent Section 16 filings disclosed for Gruia; one late Form 4 in 2024 for director Marc Duey (3 days late) .
Governance Assessment
- Committee fit and engagement: Placement on R&D Committee aligns with oncology regulatory/development background; committee met 5 times in 2024; Board confirms independence, with directors meeting in executive sessions regularly .
- Attendance/engagement: At least 75% attendance across Board/committee meetings in 2024; expected annual meeting attendance .
- Ownership alignment: Beneficial ownership <1% via exercisable options; anti-hedging/pledging policy strengthens alignment; however, no equity awards reported in 2024 for Gruia while peers received calibrated grants—this modestly reduces year-specific equity alignment versus peers (fact pattern only) .
- Conflicts/related-party exposure: No related-party transactions involving Gruia; no compensation committee interlocks; independence affirmed .
- Compensation structure signals: Transition from option award in 2023 to cash-only in 2024 for Gruia amid firm-wide equity retainer calibration may reflect grant timing or eligibility; Aprea disclosed calibrated equity retainer values due to share constraints and market context .
Overall: Strong technical/regulatory oversight on R&D with confirmed independence and adequate attendance. Low ownership and absence of 2024 equity awards reduce visible “skin-in-the-game” relative to calibrated peer grants but are counterbalanced by anti-hedging/pledging policies and prior option grant in 2023. No red flags on conflicts or related-party transactions were disclosed .