Robert Anderson, Jr.
CASSAVA SCIENCESAbout Robert Anderson, Jr.
Independent director since December 2023 (age 59), Anderson brings decades of cybersecurity, counterintelligence and crisis-response leadership, including serving as Executive Assistant Director of the FBI’s Criminal, Cyber, Response & Services Branch (No. 3 role, overseeing >20,000 employees). He holds a B.S. and an M.P.A. from Wilmington University and is designated independent under Nasdaq rules. His current board tenure at Cassava includes chairing Nominating & Governance and serving on Audit, with attendance at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Bureau of Investigation (FBI) | Executive Assistant Director, Criminal, Cyber, Response & Services Branch | Not disclosed | Led >20,000 employees; testified before Senate and House intelligence committees; deep cyber expertise |
| Oak Truss Group (formerly Cyber Defense Labs) | CEO; Chairman | CEO: Mar 2019–Dec 2024; Chairman: Jan 2022–Dec 2024 | Cybersecurity advisory leadership |
| Oak Truss Group | Managing Partner | Jan 2025–Mar 2025 | Cybersecurity advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Senate Select Committee on Intelligence; House Permanent Select Committee on Intelligence | Witness (testimony) | Not disclosed | Congressional testimony reflecting high-level national security experience |
| Oak Truss Group (formerly Cyber Defense Labs) | CEO/Chair/Managing Partner | 2019–2025 | Private cybersecurity advisory firm roles (not public-company directorships) |
Board Governance
- Board classification: Cassava proposed moving from 3 classes to 2; shareholders supported by ~91% of votes cast, but proposal failed to reach 66 2/3% of outstanding shares required by charter, so a 3-class board remains. Vote tally: For 7,252,026; Against 666,024; Abstain 50,243; Broker non-votes 16,584,761.
- Committees:
- Nominating & Governance: Chair (Anderson); held 2 meetings in 2024.
- Audit: Member; Audit held 6 meetings in 2024; committee fully independent; chair is “financial expert.”
- Independence: Board determined Anderson is independent under Nasdaq rules; all committee members satisfy SEC/Nasdaq independence.
- Attendance: Each director attended ≥75% of Board and applicable committee meetings in 2024; Board met 10 times, independent directors met twice.
- Leadership: Roles of CEO and Chair separated; independent Chair (Dr. Nicaise) oversees agenda setting, information flow, risk oversight.
Fixed Compensation
| Component | 2024 Program (Pre-Amendment) | 2025 Amended Program (Effective May 23, 2025) |
|---|---|---|
| Annual cash retainer | $10,000 | $40,000 |
| Board Chair retainer | N/A | +$30,000 (if Board Chair) |
| Committee Chair fees | None (no cash committee fees) | Audit: $15,000; Compensation: $10,000; Nominating & Governance: $8,000 |
| Committee member fees | None | Audit: $7,500; Compensation: $5,000; Nominating & Governance: $4,000 |
| Anderson’s 2024 cash earned | $10,000 | N/A (program not yet in force during 2024) |
Note: As of the 2025 proxy, Anderson is Nominating & Governance Chair and Audit member, making him eligible prospectively for Nom/Gov Chair ($8,000) and Audit member ($7,500) cash fees in addition to the $40,000 retainer under the amended program.
Performance Compensation
| Grant Year | Grant Date | Instrument | Shares | Vesting | Exercise Price | Grant Design/Notes |
|---|---|---|---|---|---|---|
| 2023 | 12/06/2023 | Stock options | 20,000 | Monthly over 36 months | $21.71 | Initial non-employee director grant per program; Form 4 reported award |
| 2024 | 05/09/2024 | Stock options | 10,000 | Monthly over 12 months | $21.11 | Annual director grant; Form 4 reported award |
| 2025 | 05/23/2025 | Stock options | 26,500 | Monthly over 12 months | $2.11 | Annual grant under amended program; Form 4 reported award |
- 2024 reported option grant fair value (ASC 718): $202,913; total director compensation $212,913 (including $10,000 cash).
- Committee option grants have been eliminated in the amended program; equity awards focus on a single annual option grant at 26,500 shares.
Other Directorships & Interlocks
| Person/Entity | Relationship | 2023–2025 Transactions/Notes |
|---|---|---|
| Michael J. O’Donnell (director) / Orrick, Herrington & Sutcliffe LLP | O’Donnell is a partner; firm provided legal services to Cassava | Fees paid: $4,489,000 in 2023; $2,343,000 in 2024; Board concluded independence given payments <1% of firm revenue and not a related-party transaction under SEC rules |
No public-company directorships disclosed for Anderson; his external roles are in private cybersecurity advisory.
Expertise & Qualifications
| Competency | Evidence |
|---|---|
| Cybersecurity and incident response | FBI Executive Assistant Director over cyber; congressional testimony; explicit training and expertise in cybersecurity |
| Governance and nominations | Nominating & Governance Chair; oversight of board composition and ethics |
| Financial oversight literacy | Audit Committee member; Board determined committee members are financially literate |
| Regulatory and risk oversight | Board risk oversight across legal, regulatory, cyber, privacy, compliance, reputational risk |
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Beneficial ownership (shares) | 03/27/2025 | 19,444; represents options exercisable within 60 days; <1% outstanding |
| Total options outstanding (non-employee director) | 12/31/2024 | 30,000 |
| Hedging/pledging policy | Current | Hedging prohibited; pledging prohibited unless written approval from Compliance Officer |
| Stock ownership guidelines | Current | None; no ownership goals/holding requirements |
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Form | Type | Securities Transacted | Price | Post-Transaction “securitiesOwned” | Link |
|---|---|---|---|---|---|---|---|
| 12/07/2023 | 12/06/2023 | 3 | Initial statement | N/A | N/A | N/A | https://www.sec.gov/Archives/edgar/data/1069530/000143774923033874/0001437749-23-033874-index.htm |
| 12/07/2023 | 12/06/2023 | 4 | Award (Stock Option) | 20,000 | $21.71 | 20,000 | https://www.sec.gov/Archives/edgar/data/1069530/000143774923033890/0001437749-23-033890-index.htm |
| 05/13/2024 | 05/09/2024 | 4 | Award (Stock Option) | 10,000 | $21.11 | 10,000 | https://www.sec.gov/Archives/edgar/data/1069530/000143774924016241/0001437749-24-016241-index.htm |
| 05/27/2025 | 05/23/2025 | 4 | Award (Stock Option) | 26,500 | $2.11 | 26,500 | https://www.sec.gov/Archives/edgar/data/1069530/000143774925018505/0001437749-25-018505-index.htm |
Data source: SEC Form 3/4 filings via insider-trades skill (post-transaction “securitiesOwned” reflects awarded options).
Governance Assessment
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Strengths
- Independent director with rare, high-stakes cybersecurity credentials; chairs Nominating & Governance and serves on Audit—strong fit for risk oversight and board-refresh processes.
- Attendance and engagement: ≥75% attendance; active committees; independent executive sessions conducted.
- Clear independence determination; committee independence compliant with SEC/Nasdaq.
-
Concerns / RED FLAGS
- Classified board remains (three classes) after shareholders supported declassification change but fell short of supermajority; governance profile remains less favored by many institutions.
- No director stock ownership guidelines—alignment relies on option grants and policy restrictions rather than mandated ownership minimums.
- Related-party exposure on the Board via external legal services to Orrick (partner is director Michael O’Donnell), though Board affirmed independence; ongoing monitoring advisable.
-
Compensation signals
- Director cash/equity compensation materially increased to peer median (annual cash to $40k; committee cash introduced; annual options 26,500), likely improving recruitment/retention; removal of committee option grants centralizes equity into a single annual award. Approved by shareholders (For 6,660,591; Against 1,209,200; Abstain 98,502; Broker non-votes 16,584,761).
- 2024 actual director pay for Anderson: $10,000 cash + $202,913 option fair value; total $212,913—mix skewed to equity.
-
Shareholder feedback
- 2025 Say-on-Pay for executives approved (For 6,217,200; Against 1,666,848; Abstain 84,245; Broker non-votes 16,584,761), indicating broad acceptance of compensation framework amid leadership transition.
Overall, Anderson’s cybersecurity and crisis management background enhances board effectiveness in risk oversight, while his committee leadership underscores governance engagement. The lack of ownership guidelines and persistence of a classified board temper governance quality perceptions; however, independence, attendance, and committee functionality, alongside refreshed director pay structures, support investor confidence.