Claude Nicaise

About Claude Nicaise

Claude Nicaise, M.D., age 73, is the independent Chairman of the Board and a Class II director of Cassava Sciences, serving since December 2023; he brings deep clinical and regulatory expertise with a record of 14 drug approvals and an M.D. from Université Libre de Bruxelles (Belgium) . He is deemed independent under Nasdaq rules and the Board has separated the CEO and Chair roles to enhance oversight, with Dr. Nicaise providing independent leadership and agenda-setting for the Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO are independent; Dr. Nicaise is independent and serves as independent Chair .
• Committees (2024): Compensation Committee Chair; Nominating & Governance Committee member; not on Audit .
• Attendance & engagement: In 2024 the Board met 10 times; independent directors met in 2 sessions; every director attended at least 75% of Board and committee meetings during their service period .
• Leadership structure: Roles of CEO and Chair separated in July 2024; Board cites improved accountability and risk oversight under independent chairmanship by Dr. Nicaise .
• Declassification initiative: Management is asking shareholders to reduce the classified board from three to two classes (requires 66 2/3% of outstanding shares) to increase director accountability; Board recommends FOR .

Fixed Compensation

Performance Compensation

Notes:

• Pearl Meyer advised SAVA in Feb 2025 that director pay was well below peers; Board is seeking shareholder approval to raise both cash retainers and equity to median levels and to replace committee-related option grants with cash fees .
• Under the amendment, stock option grants for committee service are eliminated; oversight shifts to cash fees for committee roles .

Other Directorships & Interlocks

• Public company boards: Sarepta (since 2015), Gain Therapeutics (since 2021), Chemomab Therapeutics (since 2021) .
• Interlock: Dr. Nicaise and Cassava CEO Richard Barry both serve on Sarepta’s board; investors may consider potential influence/affinity effects from this network tie .

Expertise & Qualifications

• Clinical/regulatory leadership resulting in 14 new drug approvals across multiple therapeutic areas, including neuroscience .
• Senior regulatory roles at Alexion and Bristol-Myers Squibb; EVP Regulatory at Ovid Therapeutics; founder of Clinical Regulatory Services .
• M.D., Université Libre de Bruxelles (Belgium) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Chair with deep regulatory expertise; separation of CEO/Chair roles enhances oversight and risk governance .
  • Independence affirmed; full compliance with Nasdaq and SEC independence standards on key committees; Compensation Committee chaired by Dr. Nicaise .
  • Engagement: Board met 10 times with two independent sessions; directors met minimum attendance thresholds in 2024 .
  • Governance responsiveness: Board proposes reducing board classification from three to two classes to increase accountability (supermajority needed) .
  • Compensation risk mitigation: Compensation Committee retained independent consultant; acted in Feb 2025 to set unallocated amounts to zero and rescind the 2020 Cash Incentive Bonus Plan to the fullest extent permissible after court-ordered amendments—signal of tighter pay governance .

• Watch items / potential risks

  • Interlock: Overlap with CEO on Sarepta’s board could create perceived alignment risks or information channeling; monitor independence of judgment in overlapping matters .
  • No director/executive stock ownership guidelines—weakens long-term ownership alignment; consider advocating for adoption .
  • Director pay increase proposal meaningfully raises cash and equity; while benchmarked to peers, investors should monitor scope, grant sizing, and future outcomes; committee option grants eliminated but equity retainer increased to 26,500 options annually if approved .
  • Related-party law firm fees: Not tied to Dr. Nicaise, but Board oversight context includes $2.343M paid to a firm where another director is partner; Board determined independence under thresholds; continue audit of related-party approvals .

• Compliance and policies

  • Insider trading policy with pre-clearance; hedging prohibited; pledging not permitted without approval—reduces alignment risks from derivatives/secured borrowing .
  • Dodd-Frank clawback policy adopted (applies to executives), enhancing recoupment framework—positive governance signal though not specific to directors .

Director Compensation (Detail Snapshot)

Committees & Roles (Current)

Attendance & Meetings (2024)

Related-Party / Conflicts Check

• No related-party transactions involving Dr. Nicaise disclosed; Board policy requires Audit Committee review/approval of related-party transactions .
• Firm-level related-party: Legal services from a firm where another director is a partner were below 1% of that firm’s revenue and deemed not to impair independence; continue oversight .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay (for 2023 NEO pay) received 83% approval; Board continues annual advisory votes—signals generally supportive investor sentiment on compensation practices .

Compensation Committee Context

• Composition (2024): Dr. Nicaise (Chair), Dr. Gussin; both independent and qualify as non‑employee directors under Rule 16b-3 .
• Consultant: Pearl Meyer retained in Aug 2024 (executives) and Feb 2025 (directors); concluded pay below peers; informed 2024 executive option grants and 2025 proposed director pay structure .

Summary Implications for Investors

• Independent board chairmanship and declassification proposal are governance positives that can improve accountability and investor confidence .
• Lack of stock ownership guidelines is a notable gap in alignment; investors may encourage adoption, especially given increased director equity retainer proposals .
• Network interlock with Sarepta (CEO and Chair) merits monitoring to ensure continued independence and avoidance of undue influence across boards .