Richard J. Hawkins
PLUS THERAPEUTICSAbout Richard J. Hawkins
Richard J. Hawkins (age 76) is the independent Chairman of the Board of Plus Therapeutics (PSTV). He has served as a director since December 2007 and as Chairman since January 2018. Hawkins graduated cum laude with a B.S. in Biology from Ohio University, and is a member of the EY Entrepreneur of the Year Hall of Fame, with decades of company-building and drug development leadership in life sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plus Therapeutics (PSTV) | Director; Chairman of the Board | Director since 2007; Chairman since Jan 2018 | Presides over independent director executive sessions; separate Chair/CEO enhances oversight |
| Pharmaco (CRO) | Founder, Chairman, President & CEO | 1982–1991 | Built CRO; merged with predecessor of PPD-Pharmaco |
| Sensus Drug Development Corp. | Co-founder; Chairman | 1992–2000 | Developed SOMAVERT (growth hormone antagonist) approval; marketed by Pfizer |
| Corning Biopro | Co-founder; Board Member | 1994–2000 | Sale to Akzo-Nobel |
| LabNow, Inc. | Founder; Chairman & CEO | 2003–2009 | Lab-on-a-chip sensor technology |
| Lumos Pharma (LUMO) | CEO, President, Chairman | 2011–Dec 2023 | Led until company sale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SciClone Pharmaceuticals | Director | 2004–2017 | Specialty pharma governance experience |
| UT Austin – Center for Nano & Molecular Science & Technology | Presidential Advisory Committee | Prior service | Strategic scientific advisory role |
Board Governance
- Independence: Board unanimously determined Hawkins is independent under Nasdaq and SEC standards; he is a non-employee director .
- Board leadership: PSTV separates Chair and CEO roles; Hawkins, as independent Chair, leads meetings and executive sessions of independent directors, providing independent oversight of management .
- Committees: Hawkins is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees (he focuses on Chair responsibilities) .
- Attendance: Board held 8 meetings in 2024; no director attended less than 75% of Board and committee meetings. All directors at the time attended the 2024 annual meeting except Robert Lenk and Greg Petersen (Hawkins attended) .
- Executive sessions: Independent directors met in executive session four times in 2024; as Chair, Hawkins presided .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board Annual Cash Retainer | $40,000 | $40,000 |
| Chair Additional Cash Retainer | $37,500 | $37,500 |
| Committee Membership Fees (Audit, Comp, Nominating) | Not applicable (not listed as member) | Not applicable (not listed as member) |
| Cash Fees Earned (total) | $95,000 | $95,000 |
Notes:
- Standard committee fees: Audit ($7,500 member; $27,500 chair), Compensation ($5,000 member; $15,000 chair), Nominating ($5,000 member; $10,000 chair). Hawkins is not listed on these committees .
- PSTV enforces anti-hedging and anti-pledging, and has published Corporate Governance Guidelines and a clawback policy aligned with Nasdaq Rule 10D-1 .
Performance Compensation
| Equity Grant (Non-Employee Director) | Grant Date | Shares (Options) | Grant Date Fair Value |
|---|---|---|---|
| Annual director option grant | Feb 22, 2024 | 2,250 | Included in option awards |
| Additional director option grant | Sep 11, 2024 | 3,650 | Included in option awards |
| Option awards (total value) | 2023 | — | $7,874 |
| Option awards (total value) | 2024 | — | $9,167 |
- Vesting: Service-based vesting, subject to continued service as Board member; options are granted at fair market value on grant date .
- Plan parameters: Non-employee director total compensation (cash plus equity fair value) capped at $500,000 per calendar year ($700,000 in initial year of service) under PSTV’s stock plan .
Other Directorships & Interlocks
| Company | Relationship to PSTV Directors | Potential Interlock/Context |
|---|---|---|
| Lumos Pharma (LUMO) | Hawkins served as CEO/President/Chair until Dec 2023; current PSTV director Dr. An van Es-Johansson serves on LUMO’s board | Prior leadership overlap may provide network ties and sector insights; Hawkins’ LUMO role ended upon sale |
Expertise & Qualifications
- Core skills: Drug development, regulatory approvals, CRO operations, capital markets leadership, board governance .
- Education: B.S. Biology, Ohio University; recognized for entrepreneurial excellence (Konneker Medal) .
Equity Ownership
| Holder | Common Shares | Series A Warrants | Series B Warrants | Options (vesting within 60 days) | % of Outstanding |
|---|---|---|---|---|---|
| Richard J. Hawkins | 11,188 | 4,902 | 4,902 | 29,422 | <1% |
- Warrant exercises subject to 4.99% beneficial ownership limitation .
- Anti-pledging applies; no pledging disclosures indicated .
Director Compensation Mix (Hawkins)
| Year | Cash ($) | Equity (Option Awards, $) | Total ($) |
|---|---|---|---|
| 2023 | 95,000 | 7,874 | 102,874 |
| 2024 | 95,000 | 9,167 | 104,167 |
Implication: Compensation is predominantly cash with modest equity options, aligning with micro-cap governance norms while maintaining ownership alignment via options .
Related Party Transactions (Conflict Screening)
- May 2024 PIPE financing: Hawkins purchased 4,902 Private Placement Shares and matching Series A and B warrants for aggregate $10,000.08. Insiders participated at $2.04 per share + warrants; warrants had exercise prices near ~$1.79. Registration rights were provided; S-1 declared effective on June 24, 2024 .
- Policy: All related party transactions reviewed by Audit Committee under formal policy; director independence affirmed notwithstanding insider participation .
Shareholder Voting Signals (2025)
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Richard J. Hawkins (Director) | 18,920,875 | 757,797 | — | 10,294,600 |
| Say-on-Pay (Advisory) | 16,714,842 | 858,028 | 2,105,802 | 10,294,600 |
| Lincoln Park Issuance Proposal | 18,469,325 | 1,114,462 | 94,885 | 10,294,600 |
| Reverse Stock Split Authority | 25,678,339 | 4,151,673 | 143,260 | 0 |
Interpretation: Strong support for director slate (including Hawkins), advisory pay, capital flexibility and reverse split authority, signaling investor acceptance of governance and capital plans .
Insider Trades (Form 4)
- No Form 4 insider transactions found for “Richard J. Hawkins” at PSTV between Jan 1, 2024 and Nov 20, 2025 using the insider-trades skill (transaction-date filter).
Governance Assessment
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Strengths
- Independent Chair structure with clear separation from CEO enhances oversight; independent director majority and regular executive sessions support strong governance processes .
- Hawkins’ deep development and regulatory background is well matched to PSTV’s radiotherapeutics and CNS diagnostics focus .
- Formal anti-hedging/anti-pledging and clawback policies align insider behavior with shareholder interests; plan prohibits repricing and single-trigger vesting under updated stock plan .
-
Watch items / potential red flags
- Insider participation in the May 2024 PIPE (including Hawkins’ purchase) is common at micro-caps but warrants monitoring for future related party transactions and dilution impact on minority holders .
- Company disclosed a prior material weakness in ICFR related to grant revenue accounting in 2023; Audit Committee changed auditor in July 2025. As Chair, Hawkins presides over Board oversight; continued remediation progress should be tracked .
- Ongoing reliance on equity issuance (Lincoln Park purchase agreement and reverse split authority) increases dilution risk; governance discipline on capital allocation remains crucial .
-
Attendance and engagement
- No director fell below 75% attendance; Hawkins presided over four independent director executive sessions in 2024, indicating active engagement .
-
Ownership alignment
- Hawkins’ beneficial ownership is <1% with director option grants; warrants subject to 4.99% cap; equity exposure is primarily via service-vested options rather than RSUs/PSUs .