Patrick J. Mahaffy
About Patrick J. Mahaffy
Patrick J. Mahaffy is a non-executive director of Medicus Pharma Ltd. (MDCX) who joined the board in August 2025 and brings three decades of oncology-focused drug development, commercialization, and capital markets experience; the board has determined that a majority (7 of 9) of directors are independent and has an established Lead Independent Director structure (Lead Independent: Robert J. Ciaruffoli) . He is 62 years old and holds a B.A. in International Affairs from Lewis & Clark College (1985) and an M.A. in International Affairs from Columbia University (1986) . His background includes CEO roles at Clovis Oncology and Pharmion, Antev chairman (Mar 2024–Aug 2025), and earlier leadership at Nexstar Pharmaceuticals and Warburg Pincus, with a track record in oncology therapeutics and targeted radiotherapeutics . In 2024, the board met three times; the company states independent directors meet in executive session as required .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antev Limited | Chairman of the Board | Mar 2024 – Aug 2025 | Led during development of Teverelix (GnRH antagonist); joined MDCX board after MDCX acquired ~98.6% of Antev on Aug 29, 2025 . |
| Clovis Oncology, Inc. (Nasdaq: CLVS) | Co‑founder; President & CEO | From 2009 (end date not disclosed in filing) | Led development/approvals/marketing of Rubraca in U.S. and Europe; initiated targeted radionuclide therapy program . |
| Pharmion Corporation | President & CEO | 2000 – 2008 | Led until sale to Celgene (now BMS) for $2.9B; Vidaza remains standard of care in MDS/AML . |
| Nexstar Pharmaceuticals | CEO | 1992 – 1998 | Led through 1999 sale to Gilead ($550M); Ambisome remains standard of care for certain fungal infections . |
| Warburg Pincus | Venture Capitalist | 1986 – 1992 | Early-career investing experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lewis & Clark College | Board of Trustees (member) | Long‑serving (years not disclosed) | Non‑profit academic governance role . |
Board Governance
- Committee assignments (MDCX): Member, Corporate Disclosure Committee; Member, Governance Committee; no chair roles disclosed for Mahaffy .
- Lead Independent Director: Robert J. Ciaruffoli; board states seven directors are “independent” under Nasdaq/Canadian rules (Bokhari not independent) .
- Board/committee activity: Board held three meetings in 2024; independent directors meet without management as required; individual director attendance rates not disclosed .
- Director term/renewal: One‑year terms; no term limits or retirement policy .
Fixed Compensation
Director pay framework (applies to non‑executive directors; Mahaffy joined Aug 2025 and is not included in 2024 amounts):
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual board retainer (non‑exec) | $50,000 | Paid quarterly . |
| Committee chair fees | $10,000 (standard); $15,000 (Audit Chair) | Paid in addition to board retainer . |
| Lead Independent Director | +$10,000 | Additional to other fees . |
| Meeting fees | Policy states board and committee meeting fees are paid quarterly; specific per‑meeting amounts not disclosed | . |
2024 director compensation table (for then‑serving directors) shows total cash fees plus option award grant-date fair values; Mahaffy was not a director in 2024 .
Performance Compensation
Director equity and plan mechanics (relevant to non‑executive directors):
| Metric/Feature | Details |
|---|---|
| Equity vehicles | Stock options and RSUs under Equity Incentive Plan . |
| Plan limits | “Rolling up to 10%” for options and “fixed up to 10%” for non‑option awards of outstanding shares at reference dates . |
| Option price/tenor examples (company‑wide) | Options outstanding (as of Nov 7, 2025): 1,857,500 at exercise prices C$1.16–C$4.84 and US$1.94–$3.08; expiries Oct 24, 2028–Aug 29, 2030 . |
| Acceleration on corporate events | Plan allows acceleration of vesting on takeover/merger events (Acceleration Event) at committee discretion . |
| Clawback policy | Company adopted clawback policy per SEC/Nasdaq for incentive‑based compensation (executive coverage; not specific to directors) . |
No director‑specific 2025 grant data for Mahaffy was disclosed in the reviewed filings. 2024 option grant fair values for then‑serving directors ranged ~$30,257 each (one outlier at $76,051) .
Other Directorships & Interlocks
| Company/Entity | Nature of Relationship | Interlock/Conflict Consideration |
|---|---|---|
| Antev Limited | Mahaffy served as Chairman (Mar 2024–Aug 2025) and joined MDCX’s board immediately after MDCX acquired ~98.6% of Antev (cash ~$3.0M; 1,603,164 MDCX shares; up to ~$65M contingent) | Related‑party optics: Former chair of target joins acquirer’s board post‑closing. Company disclosed no material relationship with Antev/vendors other than the transaction; conflict management policies require disclosure/recusal as applicable . |
Expertise & Qualifications
- Oncology commercialization and portfolio strategy: CEO leadership across Clovis (Rubraca approvals U.S./EU; radionuclide therapy initiation) and Pharmion (Vidaza standard of care) .
- Transactional value creation: Led Pharmion to $2.9B sale to Celgene; Nexstar sale to Gilead ($550M) .
- Education: B.A. Lewis & Clark College (1985); M.A. Columbia University (1986) .
- Governance experience: Former Antev chairman; now MDCX director on Corporate Disclosure and Governance Committees .
Equity Ownership
| As‑Of Date | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| Sep 22, 2025 | 35,435 | <1% |
| Nov 7, 2025 | 41,685 | <1% |
Notes: Beneficial ownership per SEC rules includes options/warrants exercisable within 60 days; no pledge disclosures specific to Mahaffy were identified in reviewed filings .
Governance Assessment
- Strengths
- Deep oncology operating and commercialization track record; experience scaling multiple biopharma platforms (Rubraca; Vidaza; Ambisome) supports MDCX pipeline governance and BD oversight .
- Committee placement on Governance and Corporate Disclosure aligns with his capital markets and public‑company experience; board utilizes a Lead Independent Director structure and asserts majority independence .
- Watch items / RED FLAGS
- Transaction interlock: Served as Antev’s chairman until MDCX acquired ~98.6% of Antev on Aug 29, 2025; he was then appointed to MDCX’s board. Company states no other material relationships; board conflict policies require disclosure/recusal, but investors should monitor related‑party oversight and any future Antev‑linked decisions .
- Historical SEC settlement: In 2018, Mahaffy settled negligence‑based SEC allegations related to Clovis’s 2015 disclosure (no admission, $250,000 civil penalty; standard injunction); not alleged to be intentional fraud and did not preclude serving as a public company director/officer. Still a governance consideration for risk committees .
- Ownership alignment: Beneficial ownership <1% as of both disclosed dates (Sep and Nov 2025); no pledging disclosed, but alignment relies on equity grants to directors under the plan .
- Attendance transparency: Company discloses total board meetings (3 in 2024) and executive sessions practice, but not individual attendance rates; investors lack director‑level engagement data .
Director‑Specific Quick Facts
- Tenure at MDCX: Director since August 2025 .
- Current MDCX committees: Corporate Disclosure Committee (member); Governance Committee (member) .
- Independence context: Board majority independent; Lead Independent Director in place (Ciaruffoli) .
- Election status: Appointed post‑Antev acquisition (Sep 2, 2025 8‑K notes appointment after closing); will stand for annual election per one‑year term policy .
- D&O insurance: Company maintained $10,000,000 D&O coverage; 2024 premium $299,733 (company‑wide) .
Appendices
MDCX Board and Committee Structure (context)
- Committees and current chairs: Audit (Chair: Robert J. Ciaruffoli), Compensation (Chair: Larry Kaiser), Governance (Chair: Hon. Cathy McMorris Rodgers), Nominating (Chair: Dr. Sara R. May), Corporate Disclosure (Chair: Barry Fishman), M&A (Chair: William L. Ashton) .
- Compensation Committee composition (all independent): Kaiser, Ciaruffoli, Ashton, May .
- Audit Committee composition/independence and financial expert designation: Ciaruffoli (financial expert), Ashton, Fishman, May; all independent per Nasdaq/Rule 10A‑3 and Canadian laws .
2025 Shareholder Meeting Outcomes (context)
- July 22, 2025 annual meeting: All eight nominees (at that time) elected with ~99.8% votes for each; approved quorum by‑law change, Nasdaq Rule 5635(d) equity issuance capacity, and 75% board threshold to remove Chair .
Citations:
- Biography, education, tenure:
- Board independence/lead independent/meetings:
- Committee assignments and chairs:
- Director compensation framework:
- Equity plan mechanics and options outstanding:
- Beneficial ownership (Mahaffy):
- Antev acquisition and board appointment:
- Conflicts policy language:
- SEC settlement (Clovis):
- D&O insurance: