David Nicholson
Actinium PharmaceuticalsAbout David Nicholson
David Nicholson, Ph.D., age 71, is Actinium’s Lead Independent Director and a Class I director whose current term runs through the 2026 Annual Meeting; he has served on the Board since 2008 and has been Lead Independent Director since September 2017 . He is deemed independent under NYSE American rules and brings over 40 years of R&D and biopharma leadership experience, including senior roles at Allergan/AbbVie, Bayer CropScience, Organon/Akzo Nobel, Schering-Plough, and Merck; he holds a B.Sc. in Pharmacology (University of Manchester) and a Ph.D. (University of Wales) and is credited with championing Keytruda® from early research into development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan (acquired by AbbVie) | EVP & Chief R&D Officer | Mar 2015–May 2020 | Led global R&D; senior executive oversight |
| Actavis/Forest (Allergan) | SVP, Global Brands R&D | Aug 2014–2015 | Integrated/global R&D leadership |
| Bayer CropScience | Executive Committee; Head of R&D | Mar 2012–Aug 2014 | Integrated R&D into one global organization |
| Organon (Akzo Nobel) | EVP, R&D; Executive Mgmt Committee | 1988–2007 | R&D change programs; pipeline development |
| Schering-Plough | SVP, Global Project Mgmt & Drug Safety | 2007 | Integration leadership during M&A |
| Merck (Rahway) | VP, Licensing & Knowledge Mgmt | 2009–Dec 2011 | Reported to Merck R&D President |
| Beecham-Wülfing (Germany) | Group Leader, Cardiovascular | 1978–1988 | Multidisciplinary project leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Adverum Biotechnologies | Director | Present |
| Rapalogix Health | Director | Present |
| Wild Biosciences | Director | Present |
| Volastra Therapeutics | Director | Present |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Compensation Committee. Not on Audit or Nominating & Corporate Governance .
- Lead Independent Director responsibilities: chairs executive sessions; provides feedback to the Chair/CEO; available for major stockholder consultation; leads Board evaluation of the Chair/CEO .
- Independence: Board determined Nicholson is independent under NYSE American rules .
- Attendance and engagement: Board met six times in 2024 and each director attended at least 75% of Board/committee meetings; the Annual Meeting was held Nov 27, 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $45,000 | Standard non-employee director fee |
| Lead Independent Director fee | $10,000 | Additional annual fee for Lead Director |
| Compensation Committee chair fee | $15,000 | Chair fee (2024 schedule) |
| Total fees earned | $70,000 | Disclosed for Nicholson |
Committee fee schedule (2024): Audit Chair $20,000 / Member $10,000; Compensation Chair $15,000 / Member $7,500; Nominating & Corporate Governance Chair $10,000 / Member $6,000 .
Performance Compensation
| Equity Component | 2024 Grant | Outstanding at 12/31/2024 | Subsequent Action |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None | N/A | N/A |
| Option awards | $0 awarded | 185,817 options outstanding (aggregate count) | All director options canceled with consent on Mar 31, 2025; no director options outstanding as of Nov 1, 2025 |
Notes: The Company canceled 4.9 million employee/director options on Mar 31, 2025 (holder consent required), including all director options; directors hold no stock options as of Nov 1, 2025 .
Other Directorships & Interlocks
- Current external public/private boards: Adverum Biotechnologies, Rapalogix Health, Wild Biosciences, Volastra Therapeutics .
- Board service limits: Nominating & Corporate Governance Committee policy that Board members do not serve on more than six other for‑profit public company boards registered under the Exchange Act .
- Related-party transactions: none requiring disclosure since Jan 1, 2022 beyond compensation arrangements; governance requires review/approval per Code of Business Conduct and Ethics .
Expertise & Qualifications
- Domain expertise: Pharmaceutical R&D leadership; translational drug development; licensing; global R&D integration; oncology (including Keytruda® development leadership) .
- Education: B.Sc. in Pharmacology (University of Manchester); Ph.D. (University of Wales) .
- Board qualifications: Over 40 years industry experience; accustomed to investor/analyst/auditor/regulator engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Nicholson, Ph.D. | 333 | <1% | As of Oct 16, 2025 record date (31,195,891 shares outstanding) |
Policies impacting alignment:
- Anti-hedging and anti-pledging: Company prohibits directors/officers/employees from short sales and hedging/pledging transactions; blackout periods apply .
Governance Assessment
- Strengths: Independent Lead Director since 2017 with clear responsibilities; chairs Compensation Committee; independent status affirmed; attendance threshold met; committee structure and charters disclosed; external compensation consultant engaged with disclosed fees and peer group development .
- Alignment and pay structure: Director compensation for Nicholson wholly cash-based in 2024 ($70,000), with transparent chair/lead fees; no equity grants in 2024 and legacy options canceled in 2025, reducing dilution and potential misalignment from underwater awards .
- Workload/roles: Multiple external boards but within stated governance limit (≤6) per policy; Nominating & Corporate Governance oversight addresses board composition/diversity and independence assessments annually .
- Conflicts/related-party exposure: Proxy discloses no related-party transactions involving directors above disclosure thresholds since 2022; Code requires review/approval of any such transactions .
- Risk indicators: Company facing a putative securities class action and consolidated derivative actions relating to the Iomab‑B SIERRA trial; derivative actions name certain directors and officers (not specified individually in the proxy). Actions stayed pending motion timeline; Board indicates intent to defend vigorously . While not specific to Nicholson, derivative exposure is a governance overhang for the Board.
Compensation Committee Analysis
- Committee composition: Nicholson (Chair), Chell, Shetty; all independent .
- Consultant usage: StreeterWyatt engaged; fees paid $35,000 in 2024; remit included peer group development for executive and director compensation .
- Scope: Oversees compensation philosophy, incentive goals, employment/severance/change‑in‑control arrangements, and stock plans; reviews non‑employee director pay and market benchmarking .
Say‑on‑Pay & Shareholder Feedback
- Items on ballot: 2025 advisory vote on executive compensation (say‑on‑pay) and frequency vote; Board recommends “FOR” say‑on‑pay and “EVERY THREE YEARS” for frequency; next say‑on‑pay expected in 2028 per triennial cadence .
RED FLAGS and Watch Items
- Litigation overhang: Securities class action and derivative actions related to clinical disclosures impose governance risk and potential director liability exposure; monitoring resolution and any settlement/governance changes is prudent .
- Option cancellations: March 31, 2025 cancellation of all director options is unusual; while it removes potential misalignment/dilution, investors should track future equity grant practices to ensure continued alignment and avoid repricing or discretion that could reduce pay‑for‑performance rigor .
- Ownership alignment: Very small personal stake (333 shares); anti‑hedging/pledging policies help alignment, but investors may prefer increased director share ownership subject to any company guidelines (none disclosed) .