Gary Pace
Cardiff OncologyAbout Gary W. Pace
Gary W. Pace, Ph.D., is an independent director of Cardiff Oncology (CRDF) and has served on the board since April 2020. He is 77 years old, holds a B.Sc. (Hons I) from the University of New South Wales and a Ph.D. from MIT (Fulbright Fellow and General Foods Scholar), and is a seasoned biopharma executive and company co‑founder recognized with Australia’s Centenary Medal (2003) and San Diego Directors Forum’s 2011 Director of the Year; he is also a Fellow of the Australian Academy of Technological Sciences and Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacira Biosciences, Inc. | Director | 2008–2024 | Not disclosed |
| Antisense Therapeutics | Director | 2015–2022 | Not disclosed |
| Simavita Ltd. | Director | 2016–2021 | Not disclosed |
| ResMed Inc. | Director | 1994–2018 | Not disclosed |
| Transition Therapeutics Inc. | Director | 2002–2016 | Not disclosed |
| QRxPharma Ltd. | Director | 2001–2013 | Not disclosed |
| Several private companies | Director | Not disclosed | Not disclosed |
External Roles
| Category | Details |
|---|---|
| Current public company directorships | None disclosed in CRDF 2025 proxy |
| Honors/Professional recognition | Centenary Medal (2003); 2011 Director of the Year (San Diego Directors Forum); Fellow, Australian Academy of Technological Sciences and Engineering |
Board Governance
- Independence: The board determined Dr. Pace is independent under Nasdaq and SEC rules .
- Committees and roles: Chair, Corporate Governance/Nominating Committee; Member, Compensation Committee .
- Attendance: In 2024, no director attended fewer than 95% of board and committee meetings .
- Leadership structure: Cardiff separates the CEO and Chair roles; Chair is Dr. Rodney S. Markin .
- Executive sessions: Independent directors meet separately on a regular basis .
- Compensation consultant: Aon engaged by Compensation Committee and assessed independent; no conflicts .
- Policies: Anti‑hedging policy applies to directors; 2021 Plan includes clawback and no tax gross‑ups for awards .
- Related-party transactions: None during the covered period .
Fixed Compensation
| Component (Non‑Employee Director Policy) | Amount | Notes |
|---|---|---|
| Annual board retainer (member) | $65,000 | Applicable to Dr. Pace |
| Governance/Nominating – Chair fee | $8,000 | Applicable to Dr. Pace |
| Compensation – Member fee | $6,000 | Applicable to Dr. Pace |
| Meeting fees | None disclosed | Not listed in policy |
| 2024 Cash actually paid (Pace) | $79,000 | 65,000 + 8,000 + 6,000 = $79,000 |
Performance Compensation
| Equity Element | 2024 Grant Size | Exercise Price | Vesting | Grant Date Valuation | Notes |
|---|---|---|---|---|---|
| Annual option grant (continuing directors) | 29,700 options | $2.33 | Vests on 1‑year anniversary | $56,460 (Pace) | Uniform grant size for 2024; value per FASB ASC 718 |
| Plan features (governance) | — | — | Minimum 1‑year vesting (≤5% exceptions) | — | No repricing without stockholder approval; no tax gross‑ups; no dividends; clawback applies |
There are no director performance metrics (e.g., TSR or operational KPIs) tied to board equity awards disclosed for non‑employee directors; the equity is time‑based options as stated above .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | During 2024, Compensation Committee members were Drs. Tannenbaum (Chair), Pace, and Markin; no interlocks with other companies’ boards/comp committees involving CRDF executives . |
| Current public boards (Pace) | None disclosed in CRDF 2025 proxy . |
| Prior public boards (highlights) | Pacira (2008–2024); ResMed (1994–2018); Antisense Therapeutics (2015–2022); Transition Therapeutics (2002–2016); QRxPharma (2001–2013); Simavita (2016–2021) . |
Expertise & Qualifications
- 40+ years in biopharma; co‑founder of several early‑stage life sciences companies; strategic advisor experience .
- Education: B.Sc. (Hons I) – University of New South Wales; Ph.D. – MIT; Fulbright Fellow and General Foods Scholar .
- Recognitions: Australian Centenary Medal (2003); 2011 Director of the Year (San Diego Directors Forum); Fellow, Australian Academy of Technological Sciences and Engineering .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (as of Apr 28, 2025) | 1,202,650 shares; 1.8% of outstanding |
| Included in above: options exercisable within 60 days (Apr 28, 2025) | 146,974 options |
| Options outstanding as of Dec 31, 2024 | 146,974 outstanding; 117,274 exercisable |
| Anti‑hedging | Company policy prohibits hedging transactions by directors |
Governance Assessment
- Board effectiveness and engagement signals: Independent status, committee leadership (Chair of Governance/Nominating; member of Compensation), and 95%+ attendance indicate active oversight and governance involvement .
- Alignment and pay mix: 2024 director pay mix for Pace was ~58% cash ($79,000) and ~42% equity (grant‑date fair value $56,460), aligning compensation with shareholder outcomes via options while maintaining modest cash retainers .
- Controls and safeguards: Use of an independent compensation consultant (Aon), anti‑hedging policy, equity plan clawback, prohibition on repricing, and director annual compensation caps ($500k; $750k in first year) mitigate governance risk .
- Conflicts: No related‑party transactions and no comp committee interlocks were disclosed for the period, reducing conflict‑of‑interest concerns .
