Tod Smeal
Cardiff OncologyAbout Tod Smeal
Tod Smeal, Ph.D., is Chief Scientific Officer at Cardiff Oncology (CRDF), serving since January 2022. He is age 60 as of April 28, 2025, with a technical background in oncology drug discovery and targeted therapies; his education includes a B.S. in Biology (MIT) and a Ph.D. in Biology (UC San Diego) with postdoctoral fellowships at MIT/Merck and the American Cancer Society. Company pay-versus-performance disclosures show Cardiff’s total shareholder return (TSR) on a $100 initial investment improved from 8 (2022 and 2023) to 72 (2024), contextualizing the environment in which executive incentives paid out.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hexagon Bio | Chief Scientific Officer | 2020–2021 | Led oncology-focused discovery efforts leveraging natural product genomics to identify novel targets and compounds. |
| Eli Lilly and Company | CSO, Cancer Biology | 2015–2020 | Directed oncology research and delivered several NME/FHD programs; leadership contributed to progression of targeted therapy candidates. |
| Pfizer (Oncology Research Unit) | Director | 2003–2015 | Advanced targeted therapies and resistance mechanisms; contributed to approvals/near-approvals like Lorbrena, Xalkori, Vizimpro, Nirogacestat. |
| Pharmacia & Upjohn/SUGEN | Senior Group Leader | 1998–2003 | Built kinase/oncology signaling programs; continued post site closure at Pfizer’s San Diego oncology site. |
| MIT/Merck fellowship; American Cancer Society | Postdoctoral Fellow | 1994–1998 | High-impact research training (Cell, Nature, NEJM, Cancer Cell, Cancer Discovery publications). |
External Roles
No public company directorships or external board roles disclosed for Dr. Smeal.
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual bonus payout ($) | Sign-on/retention bonuses ($) |
|---|---|---|---|---|
| 2022 | 402,716 | 45% | 156,825 | 40,000 (sign-on) |
Notes:
- 2022 corporate goal attainment was 85%, driving bonus outcomes; Cardiff targets market-based pay and pay-for-performance alignment.
Performance Compensation
Annual performance cash bonus
| Year | Metric category | Target | Actual | Payout mechanics |
|---|---|---|---|---|
| 2022 | mCRC clinical operations, regulatory activities, trial reporting | Company-set corporate goals | 85% corporate attainment | Dr. Smeal’s bonus paid at 38% of salary; target 45% of salary. |
| 2022 | Pipeline expansion to additional indications | Company-set corporate goals | Included in the 85% attainment | As above. |
| 2022 | CMC optimization and lifecycle planning | Company-set corporate goals | Included in the 85% attainment | As above. |
Equity awards (Options)
| Grant date | Award type | Shares (#) | Exercise price ($) | Term | Vesting schedule |
|---|---|---|---|---|---|
| Jan 10, 2022 | Non-qualified stock options (inducement) | 275,088 | 6.58 | 10 years to 1/10/2032 | 25% (68,772) on 1/10/2023; remaining shares vest monthly over 36 months (5,731/mo). |
Program structure and governance:
- Grants sized relative to shares outstanding; options vest 25% at first anniversary then monthly; exercise price set at Nasdaq closing price; no automatic evergreen awards; clawback policy adopted in 2023.
Equity Ownership & Alignment
| Date (record) | Beneficial ownership (shares) | % of shares outstanding | Breakdown | Pledging/hedging | Ownership guidelines |
|---|---|---|---|---|---|
| Apr 24, 2023 | 97,427 | <1% | 97,427 options exercisable within 60 days; plus 275,088 options unexercisable as of 12/31/2022. | Hedging prohibited by Insider Trading Policy; no pledging disclosed. | Not disclosed. |
Option status detail (12/31/2022):
- Unexercisable: 275,088 options (inducement grant); vesting schedule as above.
Employment Terms
| Agreement | Effective term | Severance (no CIC) | Change-of-control (CIC) economics | COBRA/benefits | Non-compete/non-solicit |
|---|---|---|---|---|---|
| Severance Agreement (CSO) | Jan 10, 2022 | 12 months base salary plus bonus eligibility during the 12-month severance period upon covered termination (subject to release). | All unvested equity awards immediately vest; options fully exercisable for 6 months if a transaction is pending at termination, otherwise per award’s term; no award expires before earlier of 10 years from grant or 12 months after termination. | Company-paid COBRA premiums for 6 months (eligibility required). | Not disclosed. |
Illustrative potential payments (as of 12/31/2022):
| Scenario | Accelerated equity ($) | Cash payments ($) | Total ($) |
|---|---|---|---|
| Termination without cause (outside CIC) | — | 602,719 | 602,719 |
| Termination without cause or for good reason in connection with CIC | 302,046 | 602,719 | 904,765 |
Compensation Structure Analysis
- Mix and shift: New-hire inducement options and equity-centric design increase at-risk pay; 2022 total comp driven largely by option grant fair value, consistent with biotech norms emphasizing long-term equity over guaranteed cash.
- Governance protections: No repricing without shareholder approval; no tax gross-ups; minimum one-year vesting with limited exceptions; director compensation limits; clawback policy adopted in 2023.
- Peer benchmarking: Aon advised peers; CRDF generally targets the 50th percentile for base/annual bonus and ~60th percentile for long-term equity; 2024 peers included ALX Oncology, BioAtla, Bolt Biotherapeutics, Corvus, Elevation, Kronos Bio, Olema, Rain Oncology, Viracta, Werewolf, etc.
Say-on-Pay & Shareholder Feedback
- Shareholder input: 2022 say-on-pay was negative; CRDF engaged holders (two outreach rounds to ~20% of shares), enhanced disclosure on goal-setting and bonus mechanics, and added resignation policy review for directors failing majority support.
- Frequency: Company recommended and held annual advisory votes thereafter to align with yearly program reviews.
Expertise & Qualifications
- Technical leadership in oncology signaling, kinases, pharmacology, resistance mechanisms; delivered ~20 NME/FHD programs and several approved/near-approval drugs (e.g., Lorbrena, Xalkori, Vizimpro, Nirogacestat).
- Education: B.S. Biology (MIT), Ph.D. Biology (UC San Diego); significant publication record in top journals.
Investment Implications
- Alignment: Dr. Smeal’s compensation emphasizes equity and performance-sensitive cash, with CIC double-trigger-like acceleration terms customary in biotech; anti-hedging and clawback policies reduce misalignment risk.
- Retention/trading signals: Inducement options with four-year vesting and CIC acceleration support retention through clinical milestones; absence of pledging lowers forced-selling risk, though insider selling pressure could arise as tranches vest.
- Performance linkage: Bonus outcomes tied to clinical progress (mCRC trial, pipeline expansion, CMC), consistent with value creation drivers; TSR recovery in 2024 suggests improved investor sentiment, but sustainability hinges on trial results.
