Freda Nassif
CASSAVA SCIENCESAbout Freda Nassif
Freda Nassif is Chief Business Officer at Cassava Sciences (SAVA), age 49, with 25 years of commercial leadership at Pfizer, Novartis, Merck, and Bristol‑Myers Squibb, and recent work with biotech startups and healthcare investment firms on diligence and BD strategy; she holds an MBA and BS from Drexel University . She joined Cassava in November 2024, initially as Chief Commercial Officer, and is now part of the executive team covered by companywide insider trading and clawback policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer | Franchise leadership | Not disclosed | Commercial strategy, market development |
| Novartis | Franchise leadership | Not disclosed | Commercial operations and strategy |
| Merck | Franchise leadership | Not disclosed | Commercial strategy and execution |
| Bristol‑Myers Squibb | Franchise leadership | Not disclosed | Brand strategy and commercialization |
| Biotech startups; healthcare-focused investment firms | Advisor/partner | Not disclosed | Pre/post-investment diligence; BD opportunities; strategic alliances |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public directorships disclosed for Nassif |
Fixed Compensation
| Component | 2024/2025 Terms | Notes |
|---|---|---|
| Base Salary | $475,000 | Set at hire (Nov 2024) |
| Target Bonus % | 40% of base (prorated for partial year) | Annual bonus based on performance criteria to be established by Board |
| Actual Bonus | Not disclosed | No individual bonus disclosure for Nassif |
Performance Compensation
Equity Awards and Vesting
| Award Type | Grant Date | Quantity | Exercise Price | Vesting Schedule |
|---|---|---|---|---|
| Stock options (2018 Omnibus Plan) | Nov 18, 2024 | 100,000 | Closing price on grant date | 25% annually starting on grant date anniversary (four equal annual installments) |
| Vesting Tranches | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|
| Shares vesting | 25,000 | 25,000 | 25,000 | 25,000 |
Annual Incentive Plan Parameters
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed | 40% of base (prorated 2024) | Not disclosed | Not disclosed | Annual, based on Board-set performance criteria |
Notes:
- No PSUs/RSUs disclosed for Nassif; options are the primary equity incentive .
- Companywide clawback policy (Oct 2, 2023) applies to covered executive officers and incentive compensation tied to financial reporting measures .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | Not disclosed in 2025 proxy’s ownership table (covers directors and NEOs) |
| Options outstanding | 100,000; 4-year ratable vesting; 10-year term; exercise price at grant-date close |
| Exercisable vs. unexercisable | Tranches vest annually; first 25% on Nov 18, 2025 |
| Hedging/Pledging | Hedging prohibited; pledging/margin accounts prohibited unless approved by Compliance Officer; mandatory pre‑clearance for trades |
| Ownership guidelines | None; company has no stock ownership guidelines |
Employment Terms
| Term | Detail |
|---|---|
| Position/title | Hired as Chief Commercial Officer (Nov 18, 2024); currently Chief Business Officer |
| Agreement date | Nov 15, 2024 (effective Nov 18, 2024) |
| Contract term | Indefinite; continues unless terminated under agreement |
| Base and bonus | $475,000 base; 40% target bonus (prorated for partial year) |
| Equity grant | 100,000 options; 25% annual vesting; exercise price = grant-date close |
| Severance (no cause/Good Reason) | After 180 days of employment: 3 months of base salary + benefits; requires release |
| Change-in-Control economics | If terminated without cause after CoC: 12 months of base salary + benefits; requires release |
| Good Reason definition | Includes material salary reduction; material breach; adverse change in duties; management reporting change; certain relocations (post‑relocation) |
| Relocation assistance | Provided if relocating to Austin; clawback if voluntary resignation within 6 months post‑relocation |
| Non‑compete / Non‑solicit | Not disclosed in agreement; confidentiality and IP assignment covenants included |
| Arbitration/Governing law | Mandatory arbitration (AAA Employment Rules); Texas law and courts for enforcement |
Investment Implications
- Pay-for-performance alignment: Nassif’s equity is entirely in stock options with 4-year ratable vesting, aligning upside with shareholder value creation; annual bonus targets exist but specific metrics are set by the Board and not disclosed . Company’s clawback policy adds discipline on incentive compensation tied to financial reporting measures .
- Retention and selling pressure: Vesting of 25,000 options annually through 2028 creates predictable potential supply from option exercises over time; severance is modest (3 months) under standard termination, with enhanced 12-month coverage only upon termination after a change in control .
- Governance and trading risk mitigation: Prohibitions on hedging and pledging, mandatory trade pre‑clearance, and no ownership guidelines reduce misalignment risks but also mean executives aren’t required to hold stock beyond awards .
- Context on shareholder sentiment: Say‑on‑pay support was 83% in 2024 and 2025 advisory vote passed (6.22M for; 1.67M against), suggesting broad support for the company’s compensation framework, though Nassif was not an NEO in these disclosures .