James Armitage
Cardiff OncologyAbout James O. Armitage
Independent director of Cardiff Oncology (CRDF) since April 2020; age 78 as of April 28, 2025. Professor of Internal Medicine (Hematology/Oncology) at University of Nebraska Medical Center since 2003; previously Chairman of the Department of Internal Medicine and Dean of the College of Medicine after joining in 1982. Education: B.S. (University of Nebraska), M.D. (University of Nebraska Medical Center), post‑graduate training at UNMC and University of Iowa Hospitals & Clinics; past President and Board member of ASCO, >600 articles, 108 chapters, and 27 textbooks authored/edited .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Nebraska Medical Center | Professor of Internal Medicine (Hematology/Oncology); previously Chairman of Internal Medicine; Dean of College of Medicine | Professor since 2003; at UNMC since 1982 | Leadership in academic medicine; extensive clinical and administrative experience |
| The Nebraska Medical Center | Hospital appointment | Ongoing | Clinical practice affiliation |
| American Society of Clinical Oncology (ASCO) | President; Board of Directors member (prior) | Prior service (dates not disclosed) | National oncology leadership; guideline/policy influence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Nebraska Medical Center | Professor of Internal Medicine (Hematology/Oncology) | Since 2003 | Senior academic; research and clinical leadership |
| American Society of Clinical Oncology | President; Board member (prior) | Prior | National professional society leadership |
| The Nebraska Medical Center | Hospital appointment | Ongoing | Clinical appointment |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules; serves on Corporate Governance/Nominating Committee .
- Committee assignments (2025 proxy): Corporate Governance/Nominating Committee member (X); not on Audit or Compensation committees .
- Meeting attendance: In 2024, no director attended fewer than 95% of Board/committee meetings during tenure (Board met 18x; Audit 4x; Compensation 3x; Governance/Nominating 5x) . In 2023, no director attended fewer than 85% (Board 15x; Audit 4x; Compensation 8x; Governance/Nominating 4x) .
- Anti-hedging: Company policy prohibits directors from hedging company stock; all awards subject to clawback under equity plan governance .
Fixed Compensation
| Year | Board Retainer (Cash) | Committee Fees (Cash) | Total Cash Fees | Notes |
|---|---|---|---|---|
| 2024 | $65,000 (member retainer) | Corporate Governance/Nominating member: $4,000 | $69,000 | Structure: Audit member $8,000; Compensation member $6,000; Governance member $4,000. Chair retainers: Board $105,000; Audit $16,000; Compensation $10,000; Governance $8,000 . |
| 2023 | $65,000 (member retainer) | Governance member: $4,000 | $69,000 | 2023 director retainer schedule (proxy): Board Chair $40,000; member $65,000; committee fees as listed . |
Performance Compensation
| Year | Equity Grant Type | Grant Size (# options) | Exercise Price | Vesting | Grant Value (FASB ASC 718) |
|---|---|---|---|---|---|
| 2024 | Non-employee director annual stock options | 29,700 | $2.33 | Vests 100% on one-year anniversary | $56,460 (grant-date fair value) |
| 2023 | Non-employee director annual stock options | 27,700 | $1.59 | Vests 100% on one-year anniversary | $35,434 (grant-date fair value) |
Director equity awards are time‑based stock options; no disclosed performance metrics (e.g., TSR, EBITDA) tied to director compensation . Equity awards under the 2021 Plan have minimum one‑year vesting, no dividends on options, no tax gross‑ups, and are subject to clawback .
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Prior publicly traded biopharma (not named) | Director (prior) | Not disclosed | Mentioned as prior experience; no current interlock disclosed |
| ASCO | President; Board member (prior) | Not applicable | Professional society roles; not a corporate interlock |
| University of Nebraska entities | Academic/clinical roles | Not applicable | No related-party transactions disclosed |
Expertise & Qualifications
- Hematology/Oncology physician; extensive clinical, research, and administrative leadership, including ASCO presidency .
- Publication record (>600 articles; 27 textbooks) and academic leadership bolster oversight of clinical programs and scientific risk .
- Committee experience: Corporate Governance/Nominating—succession planning, conflicts review, ESG oversight .
Equity Ownership
| As of | Total Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| April 28, 2025 | 174,464 | <1% | Options exercisable within 60 days: 146,974 ; Direct: 14,490 ; Indirect (Shirley Young Revocable Trust): 13,000 . |
| December 31, 2024 (options status) | 146,974 options outstanding; 117,274 exercisable | — | Confirmation of outstanding/exercisable split . |
No pledging disclosed; company anti‑hedging policy applies to directors . No related‑party transactions in the period .
Governance Assessment
- Positive signals:
- Independent status and high attendance (≥95% in 2024; ≥85% in 2023) support board effectiveness .
- Governance/Nominating committee role aligns with his academic leadership and conflict-review responsibilities; ESG oversight embedded in committee charter .
- Director equity is in stock options with one‑year vesting and no repricing allowed without shareholder approval; plan includes clawback and no tax gross‑ups .
- Alignment:
- Cash/equity mix: 2024 cash $69k + option grant $56,460; ownership includes exercisable options and direct/indirect shares—skin‑in‑the‑game while percentage remains <1% .
- Watch items:
- Company-wide equity plan increases and overhang (e.g., 2025 request to raise plan to 12,150,000 shares; equity overhang 17.3% as of 3/31/2025) may contribute to dilution; board oversight (including Governance/Nominating and Compensation committees) is key for investor confidence .
- No individual director performance metrics; reliance on time‑based options is standard but offers limited pay‑for‑performance linkage for directors .
- RED FLAGS: None disclosed specific to Armitage (no related-party transactions; no pledging; high attendance; independent) .
