Joseph McCracken
SavaraAbout Joseph S. McCracken
Joseph S. McCracken, D.V.M., is Savara’s Lead Independent Director (since December 2019) and has served on the Board since October 2013; he is age 71 with prior senior business development roles at Roche and Genentech and degrees from The Ohio State University (B.S. Microbiology; M.S. Pharmacology; D.V.M.) . He is independent under Nasdaq standards and coordinates independent director activities, agendas, and information flow to the Board in his Lead Independent role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche Pharma | VP & Global Head, Business Development & Licensing; General Manager Roche Pharma Japan & Asia Regional Head, Roche Partnering | 2009–2013 | Led global in-licensing/out-licensing and regional partnering operations . |
| Genentech | Vice President, Business Development | ~9 years (prior to 2009) | Senior BD leadership during growth phase . |
| Aventis Pharma; Rhone-Poulenc Rorer | Business Development roles | N/A | Corporate development and licensing . |
External Roles
| Organization | Role | Public/Private | Tenure/Status |
|---|---|---|---|
| Modalis Therapeutics Corporation (TSE: 4883.T) | Director | Public (Japan) | Current . |
| Eos Therapies | Director | Private | Current . |
| Lumos Pharma, Inc. | Director | Public → Acquired | Served until acquisition (Dec 2024) . |
| Kindred Biosciences, Inc. | Director | Public → Acquired | Served until acquisition (Aug 2021) . |
| Alkahest, Inc. | Director | Private → Acquired by Grifols SA | Served until acquisition (Dec 2020) . |
Board Governance
- Independence and leadership: The Board is majority independent; all directors except CEO/Chair Matthew Pauls are independent. McCracken is Lead Independent Director, liaising with the Chair/CEO, overseeing independent advisor retention, and shaping agendas/info flow .
- Committees: McCracken serves on the Compensation Committee and chairs the Nominating & Governance Committee; the Compensation Committee includes Elam (Chair), McCracken, and van Es-Johansson; the Nominating & Governance Committee includes McCracken (Chair), Elam, and Ramsay .
- Attendance: In 2024, the Board met 5 times; Audit 4; Compensation 2; Nominating & Governance 2. Each director attended at least 75% of aggregate Board+committee meetings during their service period .
- Executive sessions: Independent directors meet at least annually in executive session .
- Combined Chair/CEO mitigant: Savara combines Chair/CEO roles; the Lead Independent Director structure and majority independent Board are intended to balance this .
- Related-party safeguards: Audit Committee reviews/approves related-party transactions; none required disclosure since Jan 1, 2023 .
- Hedging/pledging policy: Directors are prohibited from hedging, pledging, short sales, and margin purchases of company stock .
Fixed Compensation (Director)
| Component | Amount/Policy | 2024 McCracken Amount |
|---|---|---|
| Board cash retainer | $40,000 annual cash retainer (policy level; increased committee fees approved in Dec 2024 for 2025) . | Included in total below . |
| Lead Independent Director fee | $30,000 annual cash fee (policy) . | Included in total below . |
| Committee fees (2024 policy) | Audit Chair $18,000; Audit Member $9,000; Comp Chair $13,000; Comp Member $6,500; Nominating Chair $8,500; Nominating Member $4,500 (increases approved for 2025) . | Included in total below . |
| Total cash fees paid (2024) | — | $62,500 . |
Notes: In December 2024, the Board approved higher committee cash fees and larger annual equity grants prospectively for 2025; 2024 amounts above reflect the then-current policy .
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual grant) | Dec 12, 2024 | 40,000 | $134,000 | Vests in full on one-year anniversary (Dec 12, 2025) . |
- Director equity awards are time-based; Savara does not disclose performance metrics for director awards (no TSR/financial metrics for director grants) .
- As of Dec 31, 2024, each non-employee director held 40,000 unvested RSUs from the Dec 12, 2024 grant .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock/Conflict Disclosed |
|---|---|---|---|
| Modalis Therapeutics (TSE: 4883.T) | Public | Director | None disclosed . |
| Eos Therapies | Private | Director | None disclosed . |
| Prior: Lumos Pharma; Kindred Biosciences; Alkahest | Public/Private | Director (historical) | None disclosed; departed due to acquisitions . |
Savara states there were no related-party transactions requiring disclosure since Jan 1, 2023 .
Expertise & Qualifications
- Deep biopharma BD/licensing leadership (Roche global head of BD&L; Genentech BD), plus regional partnering leadership in Japan/Asia, highly aligned with Savara’s partnering/regulatory posture .
- Advanced scientific/medical credentials (D.V.M., M.S. Pharmacology; B.S. Microbiology), supporting scientific oversight in rare respiratory therapeutics .
- Public company governance experience (multiple boards; Lead Independent Director responsibilities at Savara) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notable Details |
|---|---|---|---|
| Joseph S. McCracken | 360,394 | <1% | Includes 149,557 shares issuable upon option exercise/RSU vesting within 60 days; outstanding shares as of Apr 7, 2025 were 172,747,640 . |
Policy notes:
- Hedging, short sales, pledging, and margin purchases are prohibited for directors .
- No director-specific stock ownership guideline is disclosed in the proxy; the company’s corporate governance guidelines and committee charters are posted online .
Insider Trading Activity (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| May 29, 2025 | Jun 2, 2025 | Open market purchase (P) | 10,000 | $2.0825 | 260,837 | https://www.sec.gov/Archives/edgar/data/1160308/000095017025080021/0000950170-25-080021-index.htm |
| Dec 12, 2024 | Dec 16, 2024 | RSU stock award (A) | 40,000 | $0.00 | 250,837 | https://www.sec.gov/Archives/edgar/data/1160308/000095017024136770/0000950170-24-136770-index.htm |
| Nov 19, 2024 | Nov 20, 2024 | Open market purchase (P) | 20,000 | $2.9536 | 210,837 | https://www.sec.gov/Archives/edgar/data/1160308/000095017024129007/0000950170-24-129007-index.htm |
| Dec 14, 2023 | Dec 15, 2023 | RSU stock award (A) | 22,500 | $0.00 | 190,837 | https://www.sec.gov/Archives/edgar/data/1160308/000120919123058841/0001209191-23-058841-index.htm |
Note: Records filtered to “McCracken” for SVRA between Jan 1, 2023 and Nov 20, 2025; “securitiesOwned” is the post-transaction balance reported in Form 4 .
Governance-Relevant Director Compensation (2024)
| Component | McCracken ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 62,500 | Includes Board/Lead/committee cash . |
| Stock Awards (RSUs) | 134,000 | 40,000 RSUs granted Dec 12, 2024; one-year cliff vest . |
| Total | 196,500 | Sum of cash and equity fair value . |
| Outstanding Options (as of 12/31/24) | — | 149,557 options outstanding (count of shares underlying options) . |
| Unvested RSUs (as of 12/31/24) | — | 40,000 unvested RSUs (annual director grant) . |
Signals, Risks, and Conflicts (Investor Lens)
- Positive alignment signals: Open-market purchases in Nov 2024 and May 2025 indicate personal capital at risk; annual RSU grants and meaningful option holdings further align interests with shareholders .
- Board effectiveness: McCracken chairs Nominating & Governance and serves on Compensation; the Board met 5 times in 2024 with all directors at ≥75% attendance; majority independent with a formal Lead Independent Director role mitigating combined Chair/CEO structure .
- Shareholder support: Savara’s 2024 “say-on-pay” received ~95% approval (vs. 91% in 2023), suggesting broad investor confidence in compensation governance overseen by the Compensation Committee (of which McCracken is a member) .
- Conflicts/related-party: No related-party transactions requiring disclosure since Jan 1, 2023; hedging and pledging are prohibited, reducing alignment risks .
Governance Assessment
-
Strengths
- Lead Independent Director with explicit responsibilities for agendas, information flow, and independent advisor oversight—clear counterweight to combined Chair/CEO .
- Independence and attendance: Board/committee attendance ≥75% and majority independent composition .
- No related-party transactions disclosed; anti-hedging/pledging policy in force .
- Insider buying by McCracken during key catalyst window supports confidence/skin-in-the-game [SEC Form 4 links above].
-
Watch items
- Combined Chair/CEO persists, though mitigated by strong Lead Independent role and independent committees .
- Director compensation increased for 2025 (cash committee fees and annual equity); monitor equity mix and potential dilution vs. performance milestones over time .
-
Red flags
- None disclosed regarding attendance shortfalls, related-party transactions, pledging, or option repricing; Savara maintains a clawback policy (executive-focused) and prohibits hedging/pledging .
Overall: McCracken exhibits strong governance credentials (Lead Independent oversight; N&G Chair; Comp Committee member), relevant biopharma BD expertise, clean conflict profile, and alignment via equity and insider purchases—factors supportive of investor confidence in board effectiveness at SVRA .