Abel De La Rosa
About Abel De La Rosa
Abel De La Rosa, Ph.D. (age 62) has served as an independent director of Dogwood Therapeutics (DWTX) since December 2020. He is a seasoned biopharma executive and board leader, previously Chairman and CEO of Antios Therapeutics (2018–2023), Chief Scientific Officer at Emory’s DRIVE/EIDD (2012–2018), and Senior VP of Business Development at Pharmasset through its $11B sale to Gilead; he holds a B.S. in Microbiology (UC San Diego), a Ph.D. in Microbiology (Miami University), and NIH fellowships (Fogarty, IRTA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antios Therapeutics | Chairman (2020–2023); CEO (2018–2020) | 2018–2023 | Led company from concept to clinical-stage biopharma |
| Emory University (DRIVE/EIDD) | Chief Scientific Officer | 2012–2018 | Discovery/development of antivirals; oversight across translational programs |
| Pharmasset | Senior VP Business Development & Scientific Affairs | 2002–2012 | Licensing/alliances; company sold to Gilead for $11B |
| Visible Genetics; Innogenetics; Boston Biomedica; Digene | Scientific and business positions | Prior to 2002 | Diagnostics and therapeutics in infectious disease and oncology |
| National Cancer Institute (NIH) | Postdoctoral Fellow (Fogarty, IRTA) | N/A | Biochemistry/Pathology training and research fellowships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Celtaxsys, Inc. | Director | 2012–2020 | Privately held biotech (anti-inflammatory medicines) |
| Inventor/Author | Patents and publications | Various | Molecular diagnostics and therapeutics |
Board Governance
- Independence: The Board determined De La Rosa is independent under Nasdaq rules; he also meets enhanced independence standards for audit and compensation committees .
- Committee assignments: Member, Audit Committee (Chair: John C. Thomas) and Compensation Committee (Chair: David Keefer) .
- Attendance: During 2024, the Board held 9 meetings; each director attended at least 75% of Board and committee meetings .
- Executive sessions: The Board meets periodically (at least annually) in executive session without management .
- Lead independent director: The role may be introduced in the future; currently not in place .
Fixed Compensation
| Component | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| Non-employee director cash retainer ($) | $8,458 | $7,875 | $7,875 | $9,091 |
| Committee Cash Fees (Annual) | Member Fee | Chair Fee |
|---|---|---|
| Audit Committee ($) | $7,250 | $14,500 |
| Compensation Committee ($) | $4,833 | $9,667 |
| Nominating Committee ($) | $3,867 | $7,733 |
| Director | Cash Fees 2024 ($) | Total 2024 Comp ($) |
|---|---|---|
| Abel De La Rosa, Ph.D. | $45,192 | $46,308 |
Performance Compensation
| Grant Date | Instrument | Number of Options | Exercise Price ($/sh) | Vesting | Grant-Date FV ($) |
|---|---|---|---|---|---|
| 2/26/2024 | Stock Options | 158 | 8.925 | 100% at 1st anniversary | 1,116 |
Policies and timing: The Board granted February 2024 option awards in connection with a 10% cash reduction for non-employee directors; the Compensation Committee stated it does not time grants to material nonpublic information .
Other Directorships & Interlocks
- No compensation committee interlocks; no insider participation by De La Rosa on other entities’ comp committees during 2024 .
- Current public-company directorships for De La Rosa are not disclosed; external roles listed above are private or academic .
Expertise & Qualifications
- Therapeutics and antiviral drug development leadership (DRIVE/EIDD; Pharmasset) .
- Transactional expertise (licensing, alliances, BD; Pharmasset sale) .
- Scientific credentials and NIH fellowships (Fogarty, IRTA) .
- Board and executive leadership across private biopharma (Antios; Celtaxsys) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Options Exercisable within 60 Days | % of Outstanding Shares |
|---|---|---|---|
| 4/15/2025 | 1,053 | 893 | <1% |
| 10/15/2025 | 1,053 | 893 | <1% |
| Post-Preferred Conversion (Pro Forma) | 1,053 | 893 | <1% of ~29.7M shares |
Governance Assessment
- Board effectiveness: De La Rosa’s dual committee membership (Audit/Compensation) and independence strengthen oversight of financial reporting and pay practices in a period of strategic transition (Halneuron® and SP16 transactions) .
- Attendance and engagement: Meets baseline participation (≥75% meetings) and signs Audit Committee Report, evidencing active involvement .
- Ownership alignment: Personal holding (<1% with modest options) provides limited “skin in the game,” typical for small-cap biotech directors; alignment relies more on equity grants than outright share ownership .
- Compensation structure signals: 2024 cash fee reduction offset with small option grants suggests cost discipline and some equity alignment; grants are time-based, with no disclosed performance metrics for directors .
- RED FLAG – Equity plan expansion and NED limits: In October 2025, the company adopted a Second Amended and Restated 2020 Equity Plan increasing the share reserve to 2,972,787 and setting a non-employee director annual grant limit of 200,000 shares—materially higher than prior limits—raising dilution and pay inflation risks unless tightly governed by the Compensation Committee .
- Control & interlocks risk: Following preferred stock conversions, Sealbond Limited (CK Life Sciences affiliate) and Conjoint are expected to hold ~73% and ~9.6% of common stock, respectively; Sealbond designated two directors (Melvin Toh and Alan Yu). This control dynamic elevates minority shareholder risk and underscores the importance of independent directors like De La Rosa on key committees .
Related Party Exposure
- The proxy discloses a related-party arrangement with Gendreau Consulting (CMO’s firm); no related-party transactions are reported for De La Rosa .
- Support agreements: Directors agreed (as stockholders) to vote for certain proposals (e.g., conversions), but no peculiar benefit is disclosed for De La Rosa .
Notes on Board Policies & Processes
- Independence determinations, committee charters, and Code of Conduct are maintained; Audit Committee oversees related-party transactions; Nominating Committee manages board effectiveness and governance guidelines .
- Auditor oversight (Forvis Mazars) and fee transparency maintained; Audit Committee report signed by De La Rosa .
Summary Implications for Investors
- Oversight: De La Rosa’s independence and committee roles are positives amid capital-structure changes and pipeline additions .
- Alignment: Modest personal ownership and time-based options imply alignment but limited downside exposure; monitoring of director grant sizing under the expanded 2025 plan is warranted .
- Control risk: Post-conversion ownership concentration and Sealbond-designated directors elevate governance risk; continued strong performance by independent committees (including De La Rosa) is critical to investor confidence .