Howard Clowes
PLUS THERAPEUTICSAbout Howard Clowes
Howard Clowes, age 71, has served as an independent director of Plus Therapeutics (PSTV) since April 1, 2020. He is a retired corporate lawyer and former partner at DLA Piper (US) LLC (2005–2018), with prior tenure as associate/partner at predecessor firms (1982–2005), and holds a J.D. from UC Berkeley and a B.A. in Experimental Psychology from UC Santa Barbara. He earned NACD Directorship Certification in 2023 and previously lectured at UC Berkeley School of Law (2017–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DLA Piper (US) LLC | Partner | 2005–2018 | Served on firm’s board and compensation committee |
| Predecessor firms to DLA Piper | Associate → Partner | 1982–2005 | Various management positions |
| Law Foundation of Silicon Valley | Director; President; Chair (Strategic Planning & CEO Search) | 2008–2018 | Leadership in governance and executive search |
| UC Berkeley School of Law | Lecturer (International Business Negotiations) | 2017–2021 | Academic instruction in negotiations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equalize Health | Director; Chair, Governance Committee | Jan 2018–May 2022 | Nonprofit focused on global healthcare |
| AFRAC | Director | Current | Nonprofit focused on global healthcare |
| Other public company boards | None disclosed | — | No public company directorships disclosed |
Board Governance
| Committee | 2025 Members | Chair | Financial Expert | Notes |
|---|---|---|---|---|
| Audit | Clowes; An van Es‑Johansson, M.D.; Kyle Guse | Kyle Guse | Kyle Guse | All members independent; meets Nasdaq/SEC rules |
| Compensation | Clowes; Kyle Guse | Howard Clowes | — | All members independent; oversees exec/dir comp |
| Nominating & Corporate Governance | Clowes; Robert Lenk, PhD; others per board matrix | — | — | Oversees independence and conflicts |
| Meeting Activity & Attendance | 2024 | Notes |
|---|---|---|
| Audit Committee meetings | 4 | Each board member attended ≥75% of meetings |
| Compensation Committee meetings | 4 | Each board member attended ≥75% of meetings |
| Nominating & Corporate Governance meetings | 0 (handled by unanimous written consent) | All matters by consent; ≥75% attendance threshold met |
| Board meetings (2023) | 6; no director <75% attendance; all attended 2023 AGM | Executive sessions of independent directors held 4 times in 2023 |
- Independence: Board determined Clowes is independent under Nasdaq and SEC rules; all standing committee members are independent .
- Risk oversight: Independent Chair; majority independent board; anti-hedging and anti-pledging policies; executive sessions at each regular board/committee meeting .
Fixed Compensation
| Item | Annual Service Retainer ($) | Chair Additional Retainer ($) |
|---|---|---|
| Board of Directors | 40,000 | 37,500 |
| Audit Committee | 7,500 | 27,500 |
| Compensation Committee | 5,000 | 15,000 |
| Nominating & Corporate Governance Committee | 5,000 | 10,000 |
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (Clowes) | 67,500 | 9,167 | 76,667 |
| 2023 (Clowes) | 67,500 | 7,874 | 75,374 |
- Non-employee director annual compensation cap: $500,000, increased to $700,000 in initial year under the Fifth Amended Plan .
Performance Compensation
| Grant Date | Award Type | Shares Granted | Vesting Basis | Notes |
|---|---|---|---|---|
| Feb 22, 2024 | Stock options | 2,250 | Service-based; continued board service | Grant date fair value per ASC 718; value reflected in “Option Awards” |
| Sep 11, 2024 | Stock options | 3,650 | Service-based; continued board service | Grant date fair value per ASC 718; value reflected in “Option Awards” |
| Feb 17, 2023 | Stock options | 20,182 | Service-based; continued board service | Grant date fair value per ASC 718 |
| Performance Metric | Target | Measurement Period | Applies to Director Awards? |
|---|---|---|---|
| Stock option vesting | None (service-based) | N/A | No performance metrics disclosed for director equity |
Other Directorships & Interlocks
| Company/Entity | Type | Relationship to PSTV | Potential Interlock/Conflict |
|---|---|---|---|
| Equalize Health; AFRAC; Law Foundation of Silicon Valley | Nonprofit boards | None disclosed | No commercial ties to PSTV disclosed |
| Public company directorships | Public | None disclosed | None |
Expertise & Qualifications
- Extensive legal background advising boards and audit/compensation/governance committees on transactions and board matters; prior firm-level board and compensation committee experience .
- NACD Directorship Certification (2023) .
- Academic credentials: J.D. UC Berkeley; B.A. UC Santa Barbara; lecturer on international business negotiations .
Equity Ownership
| Component | Quantity | % of Shares Outstanding | Notes |
|---|---|---|---|
| Common shares | 26,497 | <1% | As of June 18, 2025 |
| Series A warrants (exercisable, subject to 4.99% cap) | 9,804 | <1% | Beneficial ownership limitation applies |
| Series B warrants (exercisable, subject to 4.99% cap) | 9,804 | <1% | Beneficial ownership limitation applies |
| Options to vest within 60 days | 26,750 | <1% | Included for Rule 13d-3 beneficial ownership |
| Total beneficial ownership | 72,855 | <1% | Based on 60,490,101 shares outstanding |
| Shares pledged as collateral | None disclosed | — | Anti-hedging and anti-pledging policy in place |
| Options outstanding (12/31/2024) | 5,900 | — | Aggregate outstanding options at 12/31/2024 |
Insider Trades and Related Transactions
| Date | Security | Quantity | Price ($) | Aggregate ($) | Warrants Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| May 2024 PIPE | Private Placement Shares | 9,804 | $2.04 per share + A/B warrants | $20,000.16 | $1.79 per share (Series A & B warrants issued to insiders) | Series A: 5‑year anniversary of issuance; Series B: until June 24, 2025; Pre-funded warrants: no expiry |
- Registration rights agreement executed; S-1 to register resale filed June 7, 2024, effective June 24, 2024 .
- Director and officer indemnification provided under charter/bylaws .
Governance Assessment
-
Strengths:
- Independent director with deep legal/governance expertise; chairs Compensation Committee and serves on Audit and Nominating & Corporate Governance Committees .
- Documented independence under Nasdaq/SEC; board majority independent; independent chair; robust anti‑hedging/anti‑pledging policies and regular executive sessions support board effectiveness .
- High engagement: ≥75% attendance at committee meetings in 2024; board-level attendance strong in 2023 .
- Alignment signal: personal participation in May 2024 PIPE alongside management and directors, albeit at modest scale .
-
Watch items / potential red flags:
- Nominating & Corporate Governance Committee held zero formal meetings in 2024 (handled via unanimous written consent); sustained reliance on consents could indicate limited committee deliberation if persistent .
- Beneficial ownership remains <1%; while independence is preserved, equity alignment is modest vs. cap limits; director options are service‑based without performance metrics .
- Reliance on warrant-heavy financing structures (Series A/B with beneficial ownership caps) adds complexity to ownership reporting and may create optics concerns for some investors .
-
Compensation structure signals:
- Cash retainers stable year over year; equity option grant fair value rose modestly from 2023 to 2024 while remaining a small portion of total director pay, consistent with small‑cap biotech practices .
- Director equity awards are service‑based, not tied to performance metrics (e.g., TSR, revenue), reducing pay-for-performance linkage at the director level .