Theodore Search
About Theodore F. Search
Theodore F. Search, Pharm.D., is an independent director of OS Therapies (OSTX), serving on the board since December 2020. He is 44 years old, holds a Doctor of Pharmacy from the University of Pittsburgh, and is a board-licensed pharmacist in Pennsylvania. He founded Skipta (sold to Informa Health) and since 2017 has served as CEO — RWD Intelligence at Norstella, bringing deep technology and product development experience in pharma and early-stage companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norstella (RWD Intelligence) | Chief Executive Officer — RWD Intelligence | 2017–present | Executive leadership in pharma data/technology |
| Skipta (acquired by Informa Health) | Founder; CEO & Chairman | 2009–2017 | Built physician network business; exited to Informa |
External Roles
- No other public company directorships are disclosed in the 2025 Proxy Statement biography for Dr. Search .
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Member (Chair: John Ciccio) .
- Compensation Committee: Chair (members: Olivier R. Jarry, John Ciccio) .
- Nominating & Corporate Governance Committee: Member .
- Independence: The board determined all directors other than the CEO are independent under NYSE American and SEC rules; Dr. Search is independent .
- Attendance and engagement: In 2024 the board met 4 times; each director attended at least 75% of board and committee meetings. Audit, Compensation, and Nominating committees each held 2 meetings in 2024. Executive sessions occur at each regular board meeting without management present .
- Board leadership: CEO Paul A. Romness serves as both Chair and CEO; the board oversees risk via its committees and reports to the full board .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (board/committee) | $0 | No cash paid to Dr. Search in 2024 |
| Meeting fees | — | Not disclosed; no meeting fees shown in table |
| Chair premiums | $0 | Policy provides only a $5,000 annual retainer for the Board Chair; no committee chair retainers |
Performance Compensation (Non-Employee Director – 2024)
| Component | Grant Value | Instrument | Performance Metrics | Vesting/Terms |
|---|---|---|---|---|
| Equity award (options) | $24,505 | Stock options (ASC 718 grant-date fair value) | None disclosed for directors | Not detailed in proxy for directors |
No director PSUs/TSR- or KPI-linked awards are disclosed. The Compensation Committee has authority to retain independent advisors but use of such consultants is not specifically disclosed for 2024 .
Other Directorships & Interlocks
| Entity | Relationship | Details | Governance Risk Note |
|---|---|---|---|
| Mill River Partners LLC (MRP) | Related party; Search and Ciccio serve on MRP board of managers | OSTX issued MRP convertible notes in 2019 ($25K), 2020 ($75K), and 2023 ($50K); notes converted at IPO. MRP held 435,835 OSTX shares as of Aug 20, 2025 . Beneficial ownership at OSTX attributed pro rata to Search and Ciccio | Related-party exposure; Audit Committee reviews related-party transactions; Search sits on Audit Committee which may require recusals to mitigate conflicts |
Expertise & Qualifications
- Pharm.D.; licensed pharmacist (PA); technology and product development leadership in pharma; founder experience; recognized among “Top 100 Most Inspiring People in Life Sciences” (2015) and “Top 100 Elite Entrepreneurs” (2016) .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Common | Notes |
|---|---|---|---|
| Feb 12, 2025 | 237,918 | 1.08% | Includes shares held by Mill River Partners LLC over which Dr. Search shares investment/dispositive power with John Ciccio (footnote indicates inclusion of MRP-held shares) |
| Aug 20, 2025 | 237,918 | <1% | Includes 217,918 shares held of record by MRP attributable to Dr. Search via shared power; excludes 40,000 unvested options referenced for others; no pledging disclosed |
- Section 16(a) compliance: Dr. Search filed a Form 5 due to failure to file a Form 4 for transactions on December 5, 2024 (administrative delinquency) .
Governance Assessment
- Strengths:
- Independent director chairing Compensation and serving on all key committees; attendance ≥75% evidences engagement .
- Director compensation skewed to equity (100% equity in 2024), enhancing alignment with shareholders .
- Watch items / RED FLAGS:
- Related-party ties to Mill River Partners (holder of 435,835 shares; prior convertible notes) with Search on Audit Committee—requires robust recusal practices to avoid conflict in related-party reviews .
- No formal insider trading policy or hedging policy adopted as of the 2025 proxy; board intends to adopt an insider trading policy in 2025 (lack of formal hedging policy is a governance negative) .
- Section 16(a) filing delinquency (Form 5 for missed Form 4) in 2024 (process/control lapse) .
- Contextual board actions:
- Combined Chair/CEO structure; board conducts executive sessions at each regular meeting to preserve independent oversight .
- Rights Agreement authorization sought in 2025 (poison pill framework) and share authorization increase—potentially dilutive capital structure moves; not specific to Search but relevant to overall governance environment .
Not disclosed: director stock ownership guidelines; director-level clawback provisions; use of an external compensation consultant in 2024; any pledging/hedging by Dr. Search (company lacks a formal hedging policy) .