Linda Grais
Corvus PharmaceuticalsAbout Linda S. Grais, M.D., J.D.
Independent Class I director at Corvus Pharmaceuticals since 2019; age 68; serves on the Audit and Nominating & Corporate Governance Committees. She is an experienced life sciences operator, investor, physician, and attorney, with prior CEO experience and a Yale M.D. and Stanford J.D. . The Board has determined she is independent under Nasdaq rules; independent directors meet in regularly scheduled executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ocera Therapeutics, Inc. | President & CEO | Jun 2012 – Dec 2017 | Led public biotech; board member Jan 2008–Dec 2017 |
| InterWest Partners | Managing Member | May 2005 – Feb 2011 | Life sciences VC investing |
| SGX Pharmaceuticals Inc. | Founder & EVP | Jul 1998 – Jul 2003 | Drug discovery in oncology |
| Wilson Sonsini Goodrich & Rosati | Corporate Attorney | Pre-1998 | Venture financings, IPOs, partnerships |
| UCSF | Assistant Clinical Professor (Internal Medicine & Critical Care) | Pre-law | Academic medicine |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| ICON plc | Director | Public | Global CRO |
| Collective Health | Director | Private | Healthcare services |
| Iolyx Therapeutics, Inc. | Director | Private | Biotechnology |
Prior public company board service disclosed in 2024 included Arca Biopharma, Inc.; the latest filing lists ICON plc, Collective Health, and Iolyx Therapeutics .
Board Governance
| Governance Element | Details |
|---|---|
| Board class/tenure | Class I; term expires at 2026 annual meeting; director since 2019 |
| Independence | Independent under Nasdaq; no family relationships with execs/directors |
| Committees | Audit (member), Nominating & Corporate Governance (member); not on Compensation |
| Committee chairs | Audit Chair: Scott W. Morrison; Compensation Chair: Peter A. Thompson, M.D.; Nominating Chair: Elisha P. Gould III |
| Meetings & attendance | 2024: Board met 6x; Audit 4x; Compensation 1x; Nominating 1x; all directors attended ≥75% of meetings |
| Leadership structure | CEO (Richard A. Miller, M.D.) serves as Chair; Board reviews structure periodically |
| Risk oversight | Board oversees strategy risk; Audit oversees financial/compliance/related-party; Nominating oversees governance; Compensation monitors compensation risk |
| Executive sessions | Regularly scheduled for independent directors |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $49,000 | $49,000 |
| Option Awards (grant date fair value) | $48,353 | $25,271 |
| Total | $97,353 | $74,271 |
Director Compensation Program (cash retainer schedule)
- Annual board retainer: $35,000
- Audit Committee: Chair $20,000; Member $10,000
- Compensation Committee: Chair $12,000; Member $6,000
- Nominating & Corporate Governance Committee: Chair $8,000; Member $4,000
- Chairperson of the Board additional annual cash: $30,000
Performance Compensation
| Year | Instrument | Shares | Grant Date | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2023 | Stock options | 15,000 + 15,000 | Jun 15, 2023; Dec 6, 2023 | Included in $48,353 | Jun 2023 grant vests 6/13/2024; Dec 2023 grant vests monthly over 12 months |
| 2024 | Stock options | 15,000 | Jun 13, 2024 | $25,271 | Vests on 6/12/2025 (one-year or next annual meeting) |
Performance metrics tied to director compensation
| Metric | Disclosed? | Notes |
|---|---|---|
| Financial/TSR/ESG targets | No | Director equity awards are time-based; no performance metrics disclosed |
Change-in-control treatment (directors)
- All director equity awards vest in full immediately prior to a change in control .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current public boards | ICON plc |
| Potential interlocks | None disclosed involving Grais; no related-party transactions list her |
| Compensation Committee interlocks | Comp Committee (Clark, Morrison, Thompson) had no insider participation; none were Company officers/employees |
Expertise & Qualifications
- Degrees: B.A. (Yale), M.D. (Yale School of Medicine), J.D. (Stanford Law School) .
- Domains: Biotech operations (CEO), venture capital investing, corporate law (capital markets/partnerships), clinical medicine .
- Audit committee literacy: Meets SEC/Nasdaq financial literacy; Audit Committee financial experts designated are Morrison and van den Broek (after 2025 Board changes); Grais is not designated as “audit committee financial expert” .
Equity Ownership
| Ownership Element | Amount |
|---|---|
| Common shares owned | 10,000 |
| Options exercisable within 60 days (3/31/2025) | 165,000 |
| Total beneficial (shares + exercisable) | 175,000; <1% of outstanding |
Alignment policies
- Insider Trading Policy prohibits hedging, pledging, short sales, and derivatives on Company stock; purchasing on margin/pledging is prohibited .
Governance Assessment
- Committee roles & independence: Grais is a non-employee independent director with active committee participation (Audit and Nominating & Governance), supporting board oversight of financial reporting and governance. Attendance meets ≥75% threshold for Board/committee meetings, indicating engagement .
- Pay structure & alignment: Director pay is modest and primarily time-vested options plus cash retainers; no performance-based metrics for directors. 2024 option fair value declined vs 2023, reducing equity risk exposure; change-in-control vests director equity immediately, which can be shareholder-unfriendly but is common in small-cap biotech .
- Ownership: Direct ownership is small (<1%); 165,000 options are exercisable. Hedging/pledging bans help alignment; no pledging disclosed .
- Conflicts/related-party: No related-party transactions or business dealings disclosed involving Grais. Not on the Compensation Committee, which had no interlocks/insider participation in 2024 .
- Investor sentiment signal: 2025 Say-on-Pay passed with strong support (37,113,137 For; 2,096,601 Against; 63,815 Abstain), indicating generally favorable investor confidence in governance/compensation framework .
- Contextual note: Corvus combines CEO and Chair roles; Board reviews leadership structure periodically. Independent executive sessions mitigate potential concentration of power, but investors often prefer a separate chair or lead independent director; none disclosed .
RED FLAGS: None specific to Grais identified. Areas to monitor include automatic full vesting of director equity on change-in-control and combined CEO/Chair structure (contextual governance consideration rather than Grais-specific) .