Thomas Burns

About Thomas Burns

Thomas Burns is a non-executive director of LAVA Therapeutics N.V. (LVTX), appointed effective November 13, 2025 following XOMA Royalty Corporation’s successful tender offer and change in control. He is Chief Financial Officer of XOMA Royalty Corporation and was designated to the LVTX board by XOMA; at appointment he held no beneficial ownership of LVTX shares. Burns has 25+ years of finance and accounting experience across biotechnology and technology companies and holds a Bachelor’s degree from Santa Clara University and an MBA from Golden Gate University .

Past Roles

External Roles

Board Governance

• Status, appointment, independence:
  • Appointed as non-executive director at the Offer closing on November 13, 2025, alongside Owen Hughes (executive), Bradley Sitko (non-executive), and Maricel Montano (non-executive). Kapil Dhingra and Karen J. Wilson remained on the board; other prior directors resigned at closing .
  • Burns is buyer-affiliated (CFO of XOMA) and not an “Independent Director” under the Dutch Corporate Governance Code framework used in LVTX’s EGM materials; Independent Directors identified post-closing are Kapil Dhingra and Karen J. Wilson, with special consent rights to protect non‑tendering shareholders during the interim period .
• Committee assignments and chair roles: Not disclosed in the change-in-control 8‑K or the EGM proxy materials; prior (pre‑Offer) committee compositions are no longer current .
• Attendance and engagement: No 2024 attendance data applicable to Burns (he was not on the board then). In 2024, all then‑serving directors attended at least 75% of board and committee meetings .
• EGM appointment vote outcome:

  Proposal	Votes For	Votes Against	Abstain
  Conditional appointment of Thomas Burns as non-executive director	16,649,383	9,317	34,501

Fixed Compensation

• Burns-specific director cash retainer/fees: Not disclosed as of his November 2025 appointment .
• Context – LVTX 2024 non‑employee director compensation (pre-Offer):

  Director	Cash Fees ($)	Option Awards ($, grant-date fair value)	Total ($)
  Kapil Dhingra	72,000	40,836	112,836
  Jay T. Backstrom	49,000	40,836	89,836
  Peter A. Kiener	40,000	40,836	80,836
  James J. Noble	52,500	40,836	93,336
  Christy J. Oliger	49,500	40,836	90,336
  Mary E. Wadlinger	43,000	40,836	83,836
  Karen J. Wilson	55,000	40,836	95,836

• Policy backdrop: Board has shareholder‑approved compensation policy authorizing a mix of fixed/variable components and setting limits for non‑employee director compensation; as a Dutch issuer, there is no recurring U.S.-style say‑on‑pay requirement for director compensation unless listed on a European regulated market .

Performance Compensation

• Burns-specific director equity awards (RSUs/PSUs/options, grant date, size, vesting, performance metrics): Not disclosed as of his appointment .
• Context – LVTX director equity approach (2024): Non‑employee directors received option awards (Black‑Scholes valued ~$40.8k), with vesting terms governed by plan documents; no director performance metric framework disclosed for board equity . Hedging and pledging of LVTX securities by directors is prohibited . Clawback policy applies to incentive compensation per SEC/Dodd‑Frank rules .

Other Directorships & Interlocks

• Public company boards: None disclosed for Burns in LVTX materials .
• Interlocks/conflicts:
  • Burns serves as CFO of XOMA Royalty Corporation, the acquiring entity that designated him to the LVTX board—this is a material affiliation creating potential conflict in related‑party oversight and strategic decisions post‑Offer .
  • Governance mitigant: Independent Directors (Dhingra and Wilson) retained specific consent rights to protect non‑tendering shareholders from dilutive or unequal‑treatment actions until the downstream merger completes .

Expertise & Qualifications

• Finance and accounting executive with 25+ years’ experience across biotech and technology; senior roles in finance at Mattson Technology, IntruVert Networks (acquired by McAfee), Niku Corporation (acquired by Computer Associates), and Conner Technology prior to joining XOMA in 2006. Education: B.S. (Santa Clara University), MBA (Golden Gate University) .

Equity Ownership

• Beneficial ownership at appointment: Burns and the other Buyer‑designated appointees “are not the beneficial owners of any Shares” at the time of appointment (Nov 13, 2025) .
• Ownership policy constraints:
  • Hedging/pledging: Prohibited for directors, officers, and employees (no pledging; no margin accounts) .
  • Indemnification: Company indemnifies current/former directors to the fullest extent permitted and has indemnification agreements with all directors .
• 2025 Beneficial ownership table context (pre‑Offer, as of Mar 31, 2025): Lists then‑serving directors/executives; Burns not included as he was not yet on the board .

Governance Assessment

• Key positives (board effectiveness):
  • Deep CFO-level finance and capital allocation experience; familiarity with royalty monetization and deal structuring can be valuable in the post‑transaction integration and CVR oversight environment .
  • Strong shareholder mandate for appointment (over 99.9% of votes cast “For”) indicates investor alignment with the post‑Offer governance slate .
  • Prohibitions on hedging/pledging and the existence of a Dodd‑Frank‑compliant clawback policy support alignment and risk control .
• Risk indicators and red flags (investor confidence considerations):
  • Independence/conflict: Burns is CFO of XOMA (the Buyer) and was designated by XOMA; he is not one of the Independent Directors identified to protect non‑tendering shareholders. This is a structural conflict risk in related‑party matters and strategic decisions during and after the post‑Offer reorganization .
  • Skin-in-the-game: At appointment, no LVTX beneficial ownership disclosed, reducing direct alignment with minority shareholders (though this may be expected in a post‑tender, pre‑merger context) .
  • Committee transparency: Post‑closing committee assignments and chair roles were not disclosed in available filings as of November 13, 2025, limiting visibility into Burns’ committee responsibilities (e.g., Audit or Compensation), which are central to governance oversight .
• Mitigants:
  • Two Independent Directors (Dhingra, Wilson) retained specific consent rights to prevent dilutive or unequal‑treatment actions against non‑tendering holders until completion of the downstream merger .
  • Pre‑Offer governance practices included fully independent standing committees and adequate meeting cadence; while the board has been reconstituted, these practices provide a baseline benchmark investors can use to evaluate future disclosures on committee structure .

Monitoring recommendations for investors: Watch for a post-close 8‑K or proxy update detailing committee assignments (especially whether Burns serves on the Audit or Compensation Committee), any related‑party transactions or oversight frameworks post‑acquisition, and disclosures of director equity grants or retainers for the new board.

Citations:

• Appointment, change in control, zero beneficial ownership at appointment: .
• EGM call, governance slate and votes, quorum: .
• Buyer-designated directors, independence framework and Independent Directors’ consent rights: .
• Burns biography and qualifications: .
• Pre‑Offer committee structures and independence: .
• 2024 board/committee meetings and attendance baseline: .
• 2024 director compensation and policy context: .
• Hedging/pledging prohibition and clawback policy: .
• Indemnification: .
• 2025 beneficial ownership table context (pre‑Offer): .