Paul Field
About Paul Field
Independent director since July 12, 2023; age 62. Background: 30+ years in biopharma business development with deep global network; Fellow of the Australian Institute of Company Directors. Determined independent under Nasdaq rules; no family relationships and no legal proceedings disclosed over the past ten years. Committee roles: Chair of Compensation; member of Audit and Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austrade (Australian Govt) | Life sciences specialist | 2014–2018 | Facilitated FDI into Australian research in infectious/neglected tropical diseases and other therapeutic areas |
| Bio-Link | Founder & Executive Chairman | 2005–2014 | Commercialization of discovery to early clinical programs; board service experience |
| Biocurate | Business development advisor | 2018–2020 | Drug discovery advisory |
| FIND (Switzerland) | Australian representative | 2018–2021 | Diagnostics-focused representation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Imunexus | Corporate advisor | 2020–present | Advisory across disease areas |
| Marinova | Corporate advisor | 2018–present | Corporate advisory |
| GARDP (Switzerland) | Corporate advisor | 2018–present | Global antibiotic R&D partnership |
| Various boards | Director | Not specified | Served on a number of boards; Fellow AICD |
Board Governance
- Independence: Board affirmed Paul Field as independent; three of five directors independent (Allen, Toovey, Field) .
- Committee assignments: Compensation (Chair), Audit, Nominating & Corporate Governance .
- Audit Committee qualifications: All members independent and financially literate; Chair (Allen) designated financial expert .
- Board meetings and attendance: Board met five times in 2024; all directors attended all Board meetings; committee meeting attendance was at least 67% .
- Executive sessions: Independent directors meet in executive sessions at least annually; met once in 2024 .
Fixed Compensation
| Year | Cash Retainer/Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 70,000 | — | 912 (grant-date fair value) | — | 70,912 |
Notes:
- Director cash/equity structure for non-employee directors set by Compensation Committee; may use peer analyses; policy allows future option/other equity grants at Committee discretion .
Performance Compensation
- No performance-based director compensation metrics (e.g., PSUs/TSR metrics) disclosed for directors in 2024; option awards reflect standard director equity with small grant-date value .
- Equity plan features: Outside directors’ awards accelerate to 100% of target on change in control unless otherwise provided (plan terms) .
- Clawback: Awards subject to clawback under exchange listing standards/Dodd-Frank; administrator may impose additional recoupment triggers .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit/academic boards | GARDP advisor; prior FIND representation; multiple board service noted (not itemized) |
| Interlocks with competitors/suppliers/customers | None disclosed; Audit Committee reviews related-party transactions ≥$120,000; no such transactions reported since Jan 1, 2023 beyond executive compensation |
Expertise & Qualifications
- Business development across infectious disease, autoimmune, cancer; global network; advisory roles at multiple life sciences entities .
- Governance credential: Fellow of the Australian Institute of Company Directors .
- Audit Committee financial literacy affirmed at committee level .
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Options (Exercisable) | Exercise Price | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|---|
| Paul Field | 67 | 167 (Field Family Trust; Paul is trustee) | 284 | $318.00 | 518 | <1% |
Additional context:
- Shares outstanding as of record date (Aug 26, 2025): 4,104,469; 1-for-5 reverse split completed Feb 24, 2025 (share figures adjusted) .
Governance Assessment
- Board effectiveness: Paul Field chairs Compensation and sits on Audit and Nominating, providing cross-committee oversight; Audit Committee independence and financial literacy strengthen controls .
- Independence and engagement: Independence affirmed; 100% Board meeting attendance in 2024; committee sessions at least 67% attendance indicates active engagement, though committee attendance is less robust than Board-level attendance .
- Alignment: Beneficial ownership is modest (<1% with 518 shares); option holdings exist but are limited and at $318 strike; overall director equity exposure appears low versus executives’ more sizable grants, which may temper pay-for-performance alignment at the board level .
- Conflicts/related parties: No related-party transactions >$120,000 involving directors disclosed; audit committee screens such items .
- Section 16 compliance: Delinquent filings noted for other insiders (Xu, Landon) but not for Field, suggesting compliance during the period .
- Plan safeguards: Clawback policy in place; outside director awards accelerate on change in control, which is standard but can reduce retention incentives post-transaction .
RED FLAGS
- Low personal equity stake (<1% ownership; 518 shares), implying limited “skin-in-the-game” compared to typical ownership guidelines where disclosed; no director ownership guideline disclosure provided .
- Committee attendance noted at “at least 67%” for 2024 at the committee level; while Board attendance was perfect, the lower committee attendance rate warrants monitoring of committee load and scheduling .
Overall, Paul Field brings significant business development and international life sciences experience, with independence and multi-committee service supporting governance. Equity alignment is limited, and ensuring sustained high committee attendance and transparent director ownership policies would strengthen investor confidence .