Timothy P. Clackson
About Timothy P. Clackson
Independent Class III director at Elevation Oncology since May 2020; age 59 as of December 31, 2024. Ph.D. in Biology (University of Cambridge) and B.A. in Biochemistry (University of Oxford). Current CEO and director of IDRx, Inc. (since February 2024) with prior senior R&D leadership roles at ARIAD and Xilio; previously President & CEO and director at Theseus Pharmaceuticals (2021–2023). Board determined him to be independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARIAD Pharmaceuticals | President, R&D and CSO; earlier SVP & CSO | 2010–2017 (with roles since 1994) | Led integrated oncology R&D until ARIAD acquisition by Takeda |
| Xilio Therapeutics | President, CTO & EVP R&D | 2018–2021 | Built preclinical/clinical engine at private oncology company |
| Theseus Pharmaceuticals | President & CEO; Director | 2021–2023 | Led precision oncology strategy at public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDRx, Inc. | Chief Executive Officer; Director | Since Feb 2024 | Clinical-stage biopharma; operating CEO role |
| Forma Therapeutics | Director | Within past 5 years | Publicly traded biotech (historical) |
| Spring Bank Pharmaceuticals | Director | Within past 5 years | Publicly traded biotech (historical) |
Board Governance
- Committee leadership: Chair, Compensation Committee; Members: Compensation (with Carruthers, Mootz), R&D (with Cherrington as Chair and Sandler) .
- Committee changes: Served as Chair, Nominating & Corporate Governance, until April 5, 2024; joined R&D Committee effective April 5, 2024 .
- Independence: Board affirms Clackson’s independence (6 of 7 directors independent) .
- Attendance: In 2024, Board met 4 times; Audit 4; Compensation 5; Nominating 1; R&D 4; no incumbent director attended fewer than 75% of meetings of the Board and committees on which they served .
- Executive sessions: Independent directors meet separately without management on a regular basis .
- Anti-hedging policy: Company prohibits directors, officers, and employees from hedging company stock (e.g., swaps, collars, forward sale contracts) .
- Say-on-pay: As an “emerging growth” and “smaller reporting” company, ELEV has reduced compensation disclosures and no advisory say-on-pay vote requirement .
Fixed Compensation
| Component | 2024 Amount (USD) | 2023 Amount (USD) | Notes |
|---|---|---|---|
| Annual director retainer (policy) | $40,000 | $40,000 | Baseline cash retainer for all non-employee directors |
| Committee Chair fees (policy) | Compensation Chair: $10,000 | Compensation Chair: $10,000 | Audit $15k; Nominating $8k; R&D $10k |
| Committee member fees (policy) | Compensation: $5,000 | Compensation: $5,000 | Audit $7.5k; Nominating $4k; R&D $5k |
| Clackson – Fees Earned/Paid in Cash | $55,783 | $53,000 | Reflects role-based fees and committee service |
Performance Compensation
| Element | 2024 Grant | Vesting/Terms | Value |
|---|---|---|---|
| Annual non-employee director option grant (policy) | 35,000 options (per continuing director) | Vests in full on 1-year anniversary; accelerates on change in control | Company reports grant-date fair value by director |
| Clackson – Option Awards (grant-date fair value) | $83,305 | Director options subject to standard vest terms above | Aggregate option value for 2024 |
| Initial director option grant (policy) | 70,000 options upon joining | Vests monthly over 36 months; accelerates on change in control | Applies to new directors |
No director performance metrics (TSR/EBITDA/ESG) are disclosed for director equity; grants are time-based with change-of-control acceleration .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Overlap |
|---|---|---|---|
| IDRx, Inc. | Private | CEO & Director | Oncology focus; time commitment monitored under Board guidelines |
| Theseus Pharmaceuticals | Public (historical) | President & CEO; Director | Precision oncology; past role (ended 2023) |
| Forma Therapeutics | Public (historical) | Director | Biotech; past five years |
| Spring Bank Pharmaceuticals | Public (historical) | Director | Biotech; past five years |
Expertise & Qualifications
- Deep oncology R&D leadership across ARIAD, Xilio, Theseus, IDRx; seasoned scientific executive and board director .
- Academic credentials in biology/biochemistry (Oxford/Cambridge) .
- Board designates him to lead Compensation Committee; engages independent compensation consultants (Aon in 2023; Alpine Rewards in 2024) with no conflicts .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Breakdown |
|---|---|---|---|
| Timothy P. Clackson, Ph.D. | 94,187 shares | <1% | 47,330 shares owned + 46,857 options exercisable within 60 days |
| Options Outstanding (Clackson) | 81,857 options (aggregate) | n/a | Company-reported total options outstanding at 12/31/2024 |
No related party transactions involving Clackson are disclosed for 2023–2025; Audit Committee reviews any related-person transactions under written policy .
Insider Trades
| Period Reviewed | Findings |
|---|---|
| 2022–2025 | No Form 4 insider transaction documents for Clackson were found in the available document set; we searched ELEV filings for “Form 4” and Clackson [SearchDocuments: No information found]. |
Governance Assessment
- Board effectiveness: Clackson chairs Compensation (key governance lever) and serves on R&D; committee structure and independence meet Nasdaq/SEC requirements . Use of independent consultants (Aon 2023; Alpine Rewards 2024) without conflicts supports pay governance quality .
- Independence & engagement: Formally independent; attendance thresholds met; independent director executive sessions held regularly—positive engagement signals .
- Ownership alignment: Holds shares and vested options; director equity grants are time-based with change-in-control acceleration (standard for small-cap biotech) .
- Conflicts/related parties: No related-party transactions disclosed; anti-hedging policy prohibits misalignment practices; no pledging disclosures noted—neutral .
- RED FLAGS: None explicitly disclosed. Monitoring considerations include external CEO role at IDRx (time commitments, potential industry overlap), though Board guidelines emphasize expected time/effort and attendance; current attendance records indicate satisfactory engagement .