Frederick Driscoll
About Frederick W. Driscoll
Frederick W. Driscoll is an independent Class II director of Cellectar Biosciences, serving since April 2017 and currently age 74 . He chairs the Audit Committee and serves on the Compensation Committee, and is designated by the Board as an “audit committee financial expert” . Driscoll holds a Bachelor’s degree in accounting and finance from Bentley University . He currently serves on the boards of Cue Biopharma and MEI Pharma, and previously served on the board of ImmunityBio until March 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invivyd, Inc. | Interim CFO | Oct 2022 – Sep 2023 | Financial leadership during transition |
| Renovacor | CFO | Mar – Jun 2022 | Company sold to Rocket Pharmaceuticals |
| Flexion Therapeutics | CFO | 2013 – 2017 | Spearheaded IPO in 2014 |
| Novavax, Inc. | CFO | 2009 – 2013 | Public company CFO experience |
| Genelabs Technologies | CFO; then CEO | CFO 2007 – 2008; CEO 2008 – 2009 | Company later acquired by GSK |
| OXiGENE, Inc. | CEO | 2000 – 2006 | Also served as Chairman & Audit Committee Chair at OXiGENE |
| Cynapsus Therapeutics | Audit Committee member | Prior to sale (2016) | Company sold to Sunovion in 2016 |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cue Biopharma | Director | Current | Public biopharma board service |
| MEI Pharma | Director | Current | Public biopharma board service |
| ImmunityBio | Director | Former | Served until March 2021 |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are independent .
- Committee leadership: Driscoll chairs the Audit Committee; the Board designated him an “audit committee financial expert” .
- Meetings and attendance: Board met 5 times in FY 2024; each director attended all Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors are expected to meet without management at least twice per year .
- Auditor oversight: As Audit Committee Chair, Driscoll co-signed the Audit Committee Report and oversaw the engagement of Deloitte, including re-audit and restatement actions in 2024 .
| Committee | Role | FY2024 Meetings | Independence | Financial Expert |
|---|---|---|---|---|
| Audit | Chair | 4 | Yes | Yes (Driscoll) |
| Compensation | Member | 2 | Yes | — |
| Nominating & Corporate Governance | Not a member | 1 | Committee independent | — |
Fixed Compensation
| Year | Cash Retainer ($) | Quarterly Cash Fee ($) | Notes |
|---|---|---|---|
| 2024 | 60,000 | 15,000 (standard for non-employee directors) | Chairman of the Board receives higher cash fees; Driscoll not Chairman |
Performance Compensation
| Grant | Number of Options | Exercise Price ($/sh) | Grant/Approval Dates | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| Non-employee director grant | 60,000 | 2.58 | Approved 12/15/2023; considered granted in 2024 due to stockholder plan amendment approval | 100% on first anniversary of grant date, service-based | 148,200 (ASC 718) |
- Total director stock options outstanding for Driscoll as of Dec 31, 2024: 107,650 .
- These director grants are time-based; no performance metrics are attached to director equity awards .
Other Directorships & Interlocks
| Company | Sector Overlap with CLRB | Potential Interlock/Conflict |
|---|---|---|
| Cue Biopharma; MEI Pharma | Both biopharma; not disclosed as competitors to CLRB | No related-party transactions >$120k involving directors reported since Jan 1, 2023 |
- Compensation governance: The Compensation Committee (Neis Chair; members Driscoll and Swirsky) retained independent consultant Aon/Radford in 2021, determined independent under SEC/Nasdaq rules .
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation; deep CFO/CEO experience across public biopharma companies .
- Capital markets: Led Flexion’s IPO in 2014; extensive governance roles (Audit Chair, Board Chair) .
- Education: Bachelor’s in accounting and finance from Bentley University .
Equity Ownership
| Holder | Common Stock Outstanding | Right to Acquire (Options/Warrants within 60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Frederick W. Driscoll | 1,941 | 107,650 | 109,591 | <1% |
- Hedging/pledging: Company policy prohibits hedging and pledging; Audit Committee has granted no exemptions since adoption .
Governance Assessment
- Strengths: Independent director with audit chair role and financial expert designation; 100% attendance at Board and committee meetings; robust auditor oversight including selection of Deloitte and supervision of re-audit/restatement; prohibition on hedging/pledging; no related-party transactions disclosed involving directors .
- Risks/Red Flags: The company identified material misstatements requiring restatement and re-audit for FY2022–2023, and previously had going concern explanatory language—while the Audit Committee acted decisively, this indicates prior control weaknesses; ongoing Nasdaq minimum bid price deficiency prompted reverse split authorization, potentially impacting investor confidence (company-level risk) .