Patrick Scannon
CASSAVA SCIENCESAbout Patrick J. Scannon, M.D., Ph.D.
Independent Class III director at Cassava Sciences; age 77; on the board since 2007 (current term through the 2027 annual meeting under the existing classified structure). Background: founder and longtime executive at XOMA; Ph.D. in organic chemistry (UC Berkeley) and M.D. (Medical College of Georgia). Meets Nasdaq independence standards; not an employee of the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XOMA | Founder; EVP & Chief Biotechnology Officer (Executive VP, Chief Biotechnology Officer); previously Chief Scientific & Medical Officer | 1993–2016 (EVP/CBO 2006–2016) | Senior R&D leadership at a public biotech; resigned from XOMA’s board in 2016 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed beyond Cassava; prior XOMA directorship ended in 2016 |
Board Governance
- Independence: Board has determined Dr. Scannon is independent under Nasdaq rules; all Audit, Compensation, and Nominating & Governance committees are fully independent .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Governance committees for 2024 (Audit: Gravier chair with Gussin and Anderson; Comp: Nicaise chair with Gussin; N&G: Anderson chair with Nicaise) .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings during service period .
- Board structure and leadership: Independent Chair (Dr. Claude Nicaise); two executive sessions of independent directors in 2024; proposal to reduce board classification from three to two classes (requires 66 2/3% of outstanding shares) .
- Years of service: Director since 2007; currently a Class III director with term expiring at the 2027 annual meeting (unless declassification is approved) .
Fixed Compensation
| Component | 2024 Actual | 2025 Program (Proposed; effective upon stockholder approval 5/23/2025) | Notes |
|---|---|---|---|
| Annual cash retainer | $10,000 | $40,000 | |
| Board Chair additional cash | N/A (not Chair) | $30,000 (if Chair) | |
| Committee chair fees | $0 (not a committee chair) | Audit $15,000; Comp $10,000; N&G $8,000 | |
| Committee member fees | $0 (not a committee member) | Audit $7,500; Comp $5,000; N&G $4,000 | |
| Meeting fees | None disclosed | None disclosed | — |
Implications: Cash retainer would quadruple if the amended program is approved, adding committee differentials that could further increase cash for committee roles. This change is aimed at bringing director pay to peer median per Pearl Meyer’s analysis .
Performance Compensation
| Equity Element | 2024 Actual | Vesting/Terms | 2025 Program (Proposed) | Vesting/Terms |
|---|---|---|---|---|
| Annual stock options | Option awards (grant-date fair value): $202,913 | Options granted under 2018 Plan; FMV strike; up to 10-year term; 2024 annual/committee grants vest monthly over 12 months | 26,500 options annual grant | Vest monthly over 12 months |
| Committee equity | None (no committee service) | Historical committee add-ons (2,500–5,000 options) vest monthly over 12 months | Eliminated (moved to cash committee retainers) | |
| New director initial grant | N/A | 20,000 options (legacy program) vest monthly over 36 months | 53,000 options for newly appointed/elected directors | Vest monthly over 36 months |
Performance metrics: Director equity awards are time-based; no performance-conditioned RSUs/PSUs or metrics disclosed for directors .
Director Compensation (Detail)
| Year | Cash Fees | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $10,000 | $202,913 | $212,913 |
Peer benchmarking and consultant: Pearl Meyer engaged; recommended changes to move to peer-median director pay; biotech peer group of ~20 micro/mid-cap companies reviewed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed beyond SAVA |
| Prior public boards | XOMA (resigned 2016) |
| Interlocks/related-party exposure | None disclosed for Dr. Scannon; the proxy notes legal services from Orrick (director O’Donnell’s firm) and separation/consulting arrangements with former CEO’s spouse; Audit Committee reviewed related party transactions |
Expertise & Qualifications
- Founder and senior biotech executive (XOMA); extensive experience in drug development leadership within a public biotech context .
- Education: Ph.D., Organic Chemistry (UC Berkeley); M.D. (Medical College of Georgia) .
- Board’s stated qualification: “Experience as a founder and executive of a public biopharmaceutical company” .
Equity Ownership
| Measure | Amount | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 99,759 | Record date 3/27/2025 | Includes options exercisable within 60 days |
| Ownership as % of outstanding | <1% | Record date 3/27/2025 | Outstanding shares: 48,307,896 |
| Options exercisable within 60 days | 98,759 | 3/27/2025 | Vested options counted in beneficial ownership |
| Total options outstanding | 105,426 | 12/31/2024 | Director outstanding options at FY-end |
| Unexercisable (implied) | 6,667 (105,426 − 98,759) | Mixed dates | Derived from disclosed exercisable vs. total outstanding |
| Shares pledged as collateral | None disclosed; hedging/pledging restricted by policy (pledging requires written approval) | Policy | Company-wide policy |
| Ownership guidelines | None (no stock ownership guidelines, goals, or holding requirements) | Policy | Applies generally; no director-specific guidelines disclosed |
Governance Assessment
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Strengths:
- Independent director with deep biotech operating background; long service provides institutional knowledge .
- Board leadership is independent; independent-only executive sessions held; committee structure fully independent .
- Attendance threshold met (≥75%) in 2024 .
- No related-party transactions disclosed for Dr. Scannon; insider trading policy bans hedging; pledging restricted .
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Watch items / potential investor concerns:
- Not assigned to any standing committee in 2024, which may limit direct influence on audit, compensation, or nominating oversight .
- Long tenure (since 2007) can raise perceived independence concerns at some institutions despite formal independence status .
- No director ownership guidelines; alignment relies on option-based compensation; evaluate whether beneficial ownership grows under the amended cash/equity mix .
- Board is seeking to increase director compensation materially to peer median; while justified by recruitment/retention needs, optics warrant monitoring, especially given small-cap biotech context .
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Board structure change:
- Management proposes reducing classification from three to two board classes to enhance accountability; requires 66 2/3% of outstanding shares, a high threshold given fragmented holder base .
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Say-on-Pay and shareholder engagement context:
- 2024 Say-on-Pay for 2023 executive compensation approved by 83%; independent consultant (Pearl Meyer) engaged for both executive and director pay benchmarking .
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RED FLAGS: None specific to Dr. Scannon disclosed (no attendance shortfall, no related-party transactions, no hedging/pledging, no legal proceedings flagged). Related-party legal spend pertains to another director (O’Donnell) and was deemed immaterial under SEC thresholds .