Derek Small
InnovivaAbout Derek Small
Independent director since April 2024; age 49. Founder and Managing Director of Luson Bioventures (since 2007), with extensive CEO/chair experience across infectious disease and CNS therapeutics. Education: B.S. in business from Franklin College; studied global business at Harlaxton College (England). Committee memberships: Audit and Nominating/Corporate Governance; Board affirmed independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luson Bioventures | Founder & Managing Director | 2007–Present | Venture creation across biopharma; seven CEO/Chair roles at new ventures . |
| Assembly Biosciences (Nasdaq: ASMB) | Co-founder; President & CEO; Director | CEO through 2019; Director until 2020 | Built infectious disease & GI platform; also founded Assembly China to develop/commercialize HBV therapies in Asia . |
| Naurex, Inc. | Founding Director; President & CEO | 2008–2014 | CNS/psychiatry programs; clinical assets acquired by Allergan in 2014; preclinical programs formed basis for Aptinyx (Nasdaq: APTX) . |
| Coferon, Inc. | Founding Director; President & CEO | 2008–2012 | Novel self-assembling chemistry platform . |
| Assembly China | Founder & CEO | During ASMB tenure | Asian HBV development/commercialization arm . |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Monument Biosciences | Co-founder, Chairman & CEO | Private portfolio venture of Luson Bioventures . |
| Gate Neurosciences | Co-founder & Executive Chairman | Private portfolio venture; INVA has convertible debt/cash investments (see Related Party) . |
| Biocrossroads | Director | Non-profit life sciences organization . |
| Academic/other private companies | Advisor/Director | Advisor to multiple academic institutions; roles at other private companies . |
Board Governance
- Independence: Board affirmatively determined Small is independent under Nasdaq standards .
- Committees (as of record date): Audit (member), Nominating/Corporate Governance (member). Chairs: Audit—Jules Haimovitz; Nominating/Corporate Governance—Sarah J. Schlesinger; Compensation—Sapna Srivastava .
- Meeting cadence and attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings during their service; independent directors hold regularly scheduled executive sessions .
- Years of service on INVA board: since April 2024 .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 41,841 | Pro-rated for partial-year service and committee roles . |
Program structure (applies to non-employee directors):
- $50,000 annual Board retainer; Audit member $10,000; Audit chair +$35,000; Compensation member $10,000; Comp chair +$25,000; Nominating member $5,000; Nominating chair +$15,000; Portfolio Retainer up to $10,000 per quarter for service on boards of INVA affiliates/portfolio companies (actual amount based on undercompensation) .
Performance Compensation (Director)
| Item | Grant Date | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| Initial RSU (joining grant) | Apr 29, 2024 | $124,988 | Vests in two equal annual installments over first two years of service . |
| Pro-rated annual RSU | Apr 29, 2024 | $18,741 | Vests at next annual meeting or one-year anniversary, whichever sooner . |
| Pro-rated annual option | Apr 29, 2024 | $5,170 | Options priced at grant closing price; vest next annual meeting or one-year anniversary . |
| Annual RSU (all directors) | Jun 17, 2024 | 13,923 shares; $224,996 | Vests at next annual meeting or one-year anniversary . |
| Annual Option (all directors) | Jun 17, 2024 | 10,000 options; $66,166 | Exercise price = 6/17 closing; vests next annual meeting or one-year anniversary . |
Additional terms:
- RSUs carry dividend equivalents paid in cash upon vesting; all director RSUs and options fully vest upon change in control, death, or disability .
Total 2024 director compensation (Small): cash $41,841; stock awards $368,725; option awards $71,336; total $481,902 .
Performance metrics table (Director equity):
| Grant Type | Metrics Tied to Vesting | Structure |
|---|---|---|
| RSUs/Options (Director) | None disclosed (time-based only) | Single-trigger acceleration on change-in-control; dividend equivalents on RSUs . |
Other Directorships & Interlocks
| Company | Type | Relationship to INVA |
|---|---|---|
| Gate Neurosciences | Private | INVA disclosed convertible debt and cash investments; Small is founder/executive chairman (Related Party exposure) . |
| Assembly Biosciences (ASMB) | Public (prior) | Co-founder; President & CEO through 2019; director until 2020 . |
| Monument Biosciences | Private | Co-founder, Chairman & CEO . |
| Biocrossroads | Non-profit | Director . |
Expertise & Qualifications
- Serial biopharma venture creator/operator (infectious disease and CNS), prior public-company CEO experience (ASMB), and Asia market development via Assembly China .
- Business education and global business study; extensive board/advisory experience across private and non-profit institutions .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Derek Small (Director) | 29,984 | <1% | Includes 17,945 RSUs settling within 60 days and 10,833 options exercisable within 60 days (as of Mar 21, 2025) . |
Director ownership guidelines:
- Requirement: ≥10x annual base cash retainer after five years of service; Small not subject yet due to tenure <5 years .
- Insider Trading Policy: Hedging/monetization transactions require pre-clearance; policy filed with 2024 Form 10-K .
Insider Trades
| Year | Section 16 Compliance | Notes |
|---|---|---|
| 2024 | In compliance; no delinquent reports | Based on company’s review of filed reports and representations; specific Form 4 transactions not listed in proxy . |
Governance Assessment
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Strengths
- Independent director with relevant therapeutic and company-building expertise; active service on Audit and Nominating/Corporate Governance committees .
- Board structures include majority-independent membership, regular executive sessions, and clear majority-vote standard with conditional resignations, supporting accountability .
- Robust related-party transaction policy overseen by Audit Committee; independent compensation consultants engaged for benchmarking; high 2024 Say‑on‑Pay support (97.8%) indicating favorable shareholder sentiment .
-
Risks and potential conflicts
- RED FLAG: INVA’s convertible debt/cash investments in Gate Neurosciences where Small is founder/executive chairman create related-party exposure; ongoing review/approval policies mitigate but investors should monitor terms, governance controls, and any future transactions .
- Director equity awards include single-trigger change-in-control acceleration—common but can reduce retention alignment in a sale scenario .
- Audit Committee manages Sarissa Capital relationship on behalf of the Board; while Sarissa‑affiliated directors recuse from related decisions, oversight complexity warrants monitoring; Small is an Audit Committee member involved in these processes .
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Alignment signals
- Meaningful equity component in director pay (RSUs and options) and dividend equivalents indicate long-term alignment; Small’s beneficial ownership and upcoming RSU settlement increase exposure to INVA equity .
- Director ownership guidelines (10x cash retainer after five years) set high alignment thresholds; Small is not yet required due to tenure .