David Ramsay
SavaraAbout David A. Ramsay
Independent director at Savara Inc. (SVRA); age 60; director since April 2017. Ramsay serves as Audit Committee Chair and member of the Nominating & Governance Committee. He is a seasoned life sciences CFO and CPA with prior roles at Halozyme, Valeant (ICN Pharmaceuticals), and Deloitte; education includes a B.S. (UC Berkeley) and MBA (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Halozyme Therapeutics (HALO) | Chief Financial Officer; VP Corporate Development | CFO 2003–2009; CFO May 2013–Jul 2015; VP Corp Dev May 2009–May 2013 | Led finance during development/commercialization of first products |
| Bonti, Inc. (private) | SVP & CFO | Feb 2018–Oct 2018 (acquired by Allergan) | Transaction execution experience |
| Lathian Systems, Inc. | VP & CFO | 2000–2003 | Tech-enabled commercial solutions finance leadership |
| Valeant/ICN Pharmaceuticals | VP, Treasurer; Director, Corporate Finance | 1998–2000 | Global specialty pharma finance |
| Deloitte & Touche | Audit; obtained CPA | Early career | Audit/accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exuma Biotech, Inc. (private) | Director | Current | Privately held biotech |
| La Jolla Pharmaceutical Company | Director | Sep 2019–Aug 2022 | Acquired by Innoviva in Aug 2022 |
Board Governance
- Committees: Audit Committee Chair; Nominating & Governance Committee member (appointed June 2024) .
- Independence: Board determined all directors other than CEO are independent; Audit Committee members are independent; Ramsay qualifies as an “audit committee financial expert” .
- Meetings and attendance: 2024—Board met 5x; Audit 4x; Compensation 2x; Nominating & Governance 2x; each director attended ≥75% of meetings of Board and applicable committees .
- Lead Independent Director: Joseph S. McCracken .
- Director resignation policy (majority voting with contingent resignation) and prohibition on hedging/pledging/margin purchases enhance governance controls .
- Audit Committee Report signed by Ramsay (Chair) underscores oversight engagement .
- Related-party transactions: None requiring disclosure since Jan 1, 2023 (reduces conflict risk) .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual |
|---|---|---|
| Board cash retainer | $40,000 per year | Included in total |
| Committee cash fees (2024 policy) | Audit Chair: $18,000; Audit Member: $9,000; Comp Chair: $13,000; Comp Member: $6,500; N&G Chair: $8,500; N&G Member: $4,500 | Included in total |
| 2025 fee increase (policy) | Audit Chair: $20,000; Audit Member: $10,000; Comp Chair: $14,000; Comp Member: $7,000; N&G Chair: $10,000; N&G Member: $5,000 | — |
| Fees earned (cash) | — | $60,250 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| RSU (annual director grant) | 12/12/2024 | 40,000 | $134,000 | Vests in full on one-year anniversary of grant (12/12/2025) | None disclosed (time-based RSUs) |
| Options (outstanding) | As of 12/31/2024 | 147,750 (total options held) | — | See company equity plans; director-level aggregate only disclosed | Not applicable |
No director meeting fees; equity grants are time-based RSUs; no disclosed performance metrics for director equity awards .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Exuma Biotech | Private biotech | Director | No disclosed transactions with Savara; low conflict risk |
| La Jolla Pharmaceutical | Public (acquired) | Former Director | Historical role; no current interlock |
Expertise & Qualifications
- Financial/accounting depth; CPA; audit experience at Deloitte; multiple CFO roles in life sciences; designated “audit committee financial expert” .
- Industry experience: Biotech/pharma across finance, corporate development, and transactions .
- Education: B.S. in Business Administration (UC Berkeley); MBA, Finance & Strategic Management (Wharton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| David A. Ramsay | 2,621,392 | 1.52% | Includes 147,750 shares issuable upon option exercise/RSU vesting within 60 days of 4/7/2025 |
Director equity positions and recent transactions:
- As of 12/31/2024 each non-employee director held 40,000 unvested RSUs (aligns incentives) .
- Insider transactions (Form 4):
- 3/31/2025: Open market purchase of 150,000 shares at $2.775; post-transaction ownership 2,513,642 .
- 12/12/2024: RSU award 40,000 shares (director annual grant); post-transaction ownership 2,363,642 .
- 11/18/2024: Open market purchase of 100,000 shares at $2.876; post-transaction ownership 2,323,642 .
- 12/14/2023: RSU award 22,500 shares; post-transaction ownership 2,223,642 .
- 5/24–26/2023: Open market purchases totaling 100,000+ shares at ~$2.56–$2.63 .
Stock ownership risk controls:
- Hedging and pledging of company stock are prohibited; margin purchases also prohibited (reduces misalignment risk) .
Governance Assessment
- Board effectiveness: Ramsay’s audit/accounting expertise and status as financial expert bolster audit oversight; his chair role and signed Audit Committee Report signal active engagement .
- Independence and attendance: Independent director; committee independence confirmed; attended ≥75% of meetings—meets governance expectations .
- Alignment signals: Consistent open-market purchases in 2023–2025 alongside RSU grants indicate skin-in-the-game and confidence ahead of regulatory milestones .
- Conflicts: No related-party transactions since 2023; current external role is a private biotech with no disclosed dealings with Savara—low conflict risk .
- Compensation structure: Director pay is a mix of cash retainer/committee fees and time-based RSUs; recent fee increases are modest and aligned with market per consultant review, minimizing pay anomalies .
- Shareholder sentiment: Say-on-Pay approval ~95% (2024) reflects broad support for compensation governance, indirectly supportive of overall board oversight quality .
RED FLAGS: None observed related to attendance, hedging/pledging, related-party transactions, or option repricing in director disclosures .