Tamar Howson
About Tamar Howson
Independent director (Class II) of Immunic, Inc. since October 2019; age 76 as of April 14, 2025. Former Senior Vice President of Corporate & Business Development at Bristol-Myers Squibb, EVP Corporate Business Development at Lexicon Pharmaceuticals, and Senior Vice President/Director of Business Development at SmithKline Beecham (managed SR One) with extensive biotech deal-making experience. Board tenure ~5.5 years; board-determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb | SVP, Corporate & Business Development | Prior to Lexicon (dates not specified) | Led worldwide M&A, licensing and alliances |
| Lexicon Pharmaceuticals | EVP, Corporate Business Development | Prior to JSB Partners (dates not specified) | Corporate BD leadership |
| SmithKline Beecham | SVP & Director, Business Development; managed SR One VC fund | ~10 years (dates not specified) | Managed $100M SR One venture fund |
| JSB-Partners | Senior Advisor (Transaction Team) | Jan 2009–Dec 2011 | BD support to life sciences companies |
External Roles
| Organization | Role | Start | End |
|---|---|---|---|
| MEI Pharma, Inc. | Independent Director | Sep 2019 | — |
| Cue Biopharma, Inc. | Independent Director | Sep 2020 | — |
| Organovo Holdings, Inc. | Independent Director | Jun 2013 | Sep 2019 |
| Enzymotec | Independent Director | — | Dec 2017 |
| ContraVir | Independent Director | — | Oct 2018 |
| Scientus Pharma | Independent Director | — | Dec 2019 |
Board Governance
- Independence: Board affirmed independence of Ms. Howson; six of eight directors are independent .
- Committee assignments: Chair, Compensation Committee; other members Maria Törnsén and Dr. Richard Rudick; compensation committee met 8 times in 2024 .
- Board meetings/attendance: Board held six meetings in 2024; each director attended at least 75% of board and committee meetings; all directors at the time attended the 2024 annual meeting .
- Lead Independent Director: Barclay Phillips; roles include presiding over executive sessions and shareholder communication access .
- Hedging policy: Company prohibits directors/officers from engaging in hedging or derivative transactions on company securities .
- Related-party oversight: Audit Committee reviews related-person transactions; policy requires 75% approval of disinterested directors; no related person transactions >$120,000 reported .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $54,250 | Paid quarterly in arrears |
| Annual cash retainer (policy) | $40,000 | Non-employee director |
| Compensation Committee Chair fee (policy) | $15,000 | Additional to base |
| Audit Committee member fee (policy) | $10,000 | Not applicable for Howson (not an audit committee member) |
| Nominating & Governance Committee member fee (policy) | $5,000 | Not applicable for Howson |
Performance Compensation
| Item | 2024 Grants/Values | Vesting | Notes |
|---|---|---|---|
| Option Awards (fair value) | $122,489 | N/A (valuation) | ASC 718 grant-date fair value |
| Annual director option grant (policy, 2024) | 50,000 options | 12 monthly installments | Increased from 16,000 to 50,000 for 2024 |
| One-time annual equity increase (2024) | Up to 100,000 options | 12 monthly installments | Board approved aligning annual equity with initial grants for 2024 |
| Initial director option grant (policy, 2024) | 100,000 options (for new directors) | 36 monthly installments | For first-time non-employee directors |
No RSUs/PSUs or performance metric-linked director awards are disclosed; director equity is option-based and time-vested .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Notes |
|---|---|---|
| MEI Pharma | Low | No related-person transactions disclosed; therapeutic areas differ; oversight remains independent |
| Cue Biopharma | Low | No related-person transactions disclosed |
Expertise & Qualifications
- Deep corporate/business development expertise across pharma and biotech, including leading global M&A/licensing; venture fund management experience via SR One .
- Strategic deal-making background (BMS, Lexicon, SmithKline), advising life sciences companies (JSB-Partners) .
- Board-level compensation governance experience; chair of Immunic’s Compensation Committee .
Equity Ownership
| Holder | Shares Owned | Options (Exercisable ≤60 days from Mar 31, 2025) | Ownership % |
|---|---|---|---|
| Tamar Howson | 0 | 155,959 | <1% (*) |
(*) Less than 1%; composition for Ms. Howson consists solely of options exercisable within 60 days of March 31, 2025; no pledging/hedging permitted under company policy .
Insider Trades
| Date | Filing | Security/Transaction | Notes |
|---|---|---|---|
| 2025-06-09 | Form 4 | Director equity transaction (details in filing) | Filed and signed by Tamar Howson |
Governance Assessment
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Strengths for investor confidence:
- Independent status with material BD experience; chairing Compensation Committee with eight meetings in 2024 signals active oversight .
- No related-person transactions; formal hedging prohibition; independent compensation consultant (Aon) engagement with conflict-of-interest review .
- Board-level attendance at least 75% and participation in annual meeting; stable committee structure .
-
Alignment and incentives:
- Director pay mix balanced between cash ($54,250 in 2024) and equity options ($122,489 fair value), with time-based vesting intended to align with long-term value creation; absence of meeting fees reduces pay inflation risk .
- Ownership skin-in-the-game is modest (only options currently exercisable within 60 days; no common shares shown), which may be perceived as lower direct capital-at-risk; however, equity via options provides upside alignment .
-
Potential risk indicators:
- Multi-board service (MEI, Cue) raises typical bandwidth considerations, but no conflicts or related-party exposure disclosed; oversight structures (lead independent director, committee charters) mitigate risk .
- No red flags identified regarding hedging/pledging, gross-ups, option repricings, or say-on-pay anomalies in director context; executive clawback policy in place per Nasdaq rules .