James Cavanaugh
LPTXAbout James Cavanaugh
James Cavanaugh, PhD, age 88, has served as an independent director of Leap Therapeutics since January 2016. He is Managing Director at HealthCare Ventures (since 1989) and previously served as President of SmithKline & French Laboratories-U.S., President of SmithKline Beckman’s clinical laboratory business, and President of Allergan International; he also chaired Shire Pharmaceutical Group plc and held senior domestic policy roles in the Nixon and Ford administrations. He earned his Master’s and Doctorate degrees from the University of Iowa and began his career on the faculty there . He is the Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HealthCare Ventures | Managing Director | Since 1989 | Venture investing; board service on multiple pharma/biotech companies |
| SmithKline & French Laboratories-U.S. | President | Prior | Led domestic pharmaceutical division of SmithKline Beckman |
| SmithKline Beckman clinical laboratory business | President | Prior | Led clinical labs business |
| Allergan International | President | Prior | International business leadership |
| Shire Pharmaceutical Group plc | Chairman | Prior | Board leadership at major pharma |
| The White House (Nixon/Ford administrations) | Staff Assistant for Health Affairs; Deputy Director, Domestic Council; Deputy Assistant to the President for domestic affairs; Deputy Chief of the White House | Prior | Senior domestic policy roles |
| U.S. Dept. of Health, Education and Welfare; USPHS | Deputy Assistant Secretary for Health & Scientific Affairs; Special Assistant to the Surgeon General; Director, Office of Comprehensive Health Planning | Prior | Health policy and planning leadership |
| University of Iowa | Faculty, Graduate College & College of Medicine | Early career | Teaching/research; earned MS/PhD |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Multiple private/public pharma/biotech boards | Director | Past | Not individually listed; indicates broad sector network |
| Shire Pharmaceutical Group plc | Chairman | Past | Major public company leadership |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit Committee .
- Independence: Board determined Cavanaugh is independent under Nasdaq rules; audit and nominating committees comprise independent directors .
- Attendance: Board met five times in 2024; each director attended at least 75% of Board and committee meetings during service period .
- Engagement: Audit Committee met five times (2024) and issued its report, with Cavanaugh as a signatory .
- Shareholder support: Re-elected July 2, 2024; votes for 16,740,789; withheld 1,392,072; broker non-votes 7,871,104 .
- Lead Independent Director: Thomas Dietz serves as LID; independent directors met in executive session at each 2024 Board meeting .
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Annual Board cash retainer | $45,000 | 2025 policy |
| Committee chair fee (Nominating & Governance) | $10,000 | 2025 policy |
| Audit Committee member fee | $10,000 | 2025 policy |
| Total cash fees earned (FY2024) | $65,000 | $45,000 board + $10,000 governance chair + $10,000 audit member |
| Travel/out-of-pocket reimbursement | As incurred | Standard policy |
Performance Compensation
| Equity Award | Grant Date(s) | Quantity | Vesting | Grant-date Fair Value |
|---|---|---|---|---|
| Non-employee director stock options | Jan 2024; Oct 2024 | 25,000 (each grant) | Vest quarterly over one year | $98,055 (aggregate FY2024 option award fair value) |
| Exercise price | At-market (FMV on grant date) | — | — | Policy statement |
- Performance metrics tied to director compensation: None disclosed for director awards (director equity is time-based options, not PSU/metric-based) .
- Plan-level clawback: 2025 Equity Incentive Plan allows clawback for restrictive covenant breaches or “cause” events .
- Option repricing: Permitted under 2025 EIP only with stockholder approval .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| HealthCare Ventures portfolio boards (unspecified) | Director (various) | Broad venture affiliations; Board independence affirmed by Leap . |
Expertise & Qualifications
- Sector expertise: Senior operating roles at SmithKline/Allergan; Chairman at Shire; extensive venture governance via HealthCare Ventures .
- Policy expertise: High-level domestic policy roles under Nixon/Ford; HEW/USPHS leadership .
- Education/technical: MS/PhD (University of Iowa); experience spans pharma operations and public health policy .
Equity Ownership
| Metric | Apr 21, 2025 | Oct 24, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 94,784 | 101,034 |
| Ownership % | <1% | <1% |
| Options – exercisable | 75,705 (as of Dec 31, 2024) | — |
| Options – unexercisable | 25,000 (as of Dec 31, 2024) | — |
| Total options outstanding | 100,705 (as of Dec 31, 2024) | — |
| Hedging/pledging | Prohibited by Insider Trading Policy (no hedging; no short sales; no margin/pledging) |
Governance Assessment
- Strengths: Long-tenured governance leader (committee chair) with deep operating and policy background; independent status confirmed; strong board/committee attendance; shareholder support evident in 2024 re-election vote .
- Alignment: Receives standard director cash fees plus annual at-market option grants vesting over one year; maintains modest personal ownership (<1%) and significant vested options, with company prohibitions on hedging/pledging supporting alignment .
- Oversight signals: Active Audit Committee participation (five meetings; signed audit report), chairing Governance committee aids board composition and policy oversight .
- Potential watchpoints: Venture affiliations imply broad network exposure; company’s related-party policy requires governance committee pre-approval for transactions ≥$120k—no Cavanaugh-specific related-party transaction disclosures noted, but continued monitoring advisable .
Insider Trades
- No Form 4 insider transactions were identified for James Cavanaugh in the period checked (2024-01-01 to 2025-11-20).
RED FLAGS: None disclosed specific to Cavanaugh. Company-wide policies prohibit hedging and pledging; director equity awards are at-market and time-based; no related-party transactions disclosed for Cavanaugh; attendance thresholds met .