Gabriela Gruia
About Gabriela Gruia
Independent Class III director of TScan Therapeutics (TCRX) since May 2021; age 68; term expires at the 2027 annual meeting. Former Senior Vice President and Head of Regulatory Affairs, Novartis Oncology (2008–2020), Chief Development Officer at Ichnos Sciences (2020–2021), and founder of Gabriela Gruia Consulting, LLC (since 2021). Medical training in oncology/hematology; M.D. from Bucharest Medical School and a Masters in Breast Pathology and Mammography from Rene Huguenin/Curie Institute, Paris; oncology/hematology training at René Descartes University, Paris .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Oncology | SVP & Head of Regulatory Affairs | Feb 2008 – Feb 2020 | Led oncology regulatory affairs organization |
| Ichnos Sciences Inc. | Chief Development Officer | Feb 2020 – Jan 2021 | Oversaw Regulatory Sciences, Clinical Ops, Biostats, Safety |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aprea Therapeutics, Inc. | Director | Since 2023 | Public biopharma |
| Netris Pharma | Director | Since 2023 | Private biopharma |
| Molecular Templates, Inc. | Director | Mar 2022 – Dec 2024 | Company dissolved Dec 2024 |
Board Governance
- Independence: Board determined all current directors except CEO are independent; Gruia is independent under Nasdaq and SEC rules .
- Years of service: Director since May 2021; Class III, term expires 2027 .
- Attendance: In 2024, each director attended ≥75% of board and relevant committee meetings (except Barberich, who resigned June 2024) .
- Committee assignments and chair roles (2024 activity, current structure):
- Audit Committee: Member; Chair – Katina Dorton; met 5 times in 2024 .
- Compensation Committee: Not a member; Chair – Stephen Biggar; met 4 times .
- Nominating & Corporate Governance Committee: Member; Chair – Katina Dorton; met 2 times .
- Research & Clinical Development Committee: Member; Chair – Barbara Klencke; met 5 times .
- Lead Independent Director: Not disclosed .
Fixed Compensation
| Component | Policy Amount ($) | Gruia 2024 Actual ($) |
|---|---|---|
| Board annual retainer (member) | 40,000 | 40,000 |
| Audit Committee (member) | 7,500 | 7,500 |
| Nominating & Corporate Governance (member) | 4,000 | 4,000 |
| Research & Clinical Development (member) | 5,000 | 5,000 |
| Committee chair premiums | +7,500 (Audit), +6,000 (Comp), +4,000 (NCG), +5,000 (R&D) | 0 (not a chair) |
| Total Cash Fees | — | 56,500 |
Performance Compensation
| Equity Instrument | 2024 Grant Date Fair Value ($) | Vesting | Annual Grant Policy |
|---|---|---|---|
| Stock Options | 307,073 | Time-based; annual grants vest in full upon earlier of first anniversary or next annual meeting | 47,500 options at appointment; 47,500 options each annual meeting |
No director PSUs/RSUs or performance-metric-tied awards are disclosed for non-employee directors; equity is in stock options with time-based vesting .
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Considerations |
|---|---|---|
| Aprea Therapeutics, Inc. | Public | No disclosed related-party transactions with TScan; standard independence affirmed by TScan board . |
| Netris Pharma | Private | No disclosed related-party transactions . |
| Molecular Templates, Inc. | Public (dissolved 2024) | No disclosed related-party transactions; ceased operations Dec 2024 . |
Expertise & Qualifications
- Deep regulatory, clinical development, and oncology expertise (Novartis Oncology leadership; CDO at Ichnos) .
- Medical education and specialized oncology training in EU; consulting practice since 2021 .
- Service across audit, nominating, and R&D committees indicates broad governance engagement; audit committee financial expert designation is held by Dorton, not Gruia .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Gabriela Gruia, M.D. | 109,938 | <1% (asterisk in table) | Options vested and exercisable within 60 days of Apr 30, 2025 |
- Shares outstanding (record date context): 52,314,039 voting common shares (May 7, 2025) .
- Pledging/Hedging: Company maintains insider trading policy covering trading, pledging, hedging; no director-specific pledging disclosures for Gruia .
- Ownership guidelines: Not disclosed in proxy .
Governance Assessment
- Independence and committee breadth: Independent director serving on Audit, Nominating & Corporate Governance, and R&D committees; not a committee chair. Engagement supported by ≥75% attendance and committee meeting cadence (Audit 5; R&D 5; NCG 2), which indicates ongoing involvement in oversight of financial reporting, governance processes, and science .
- Compensation alignment: Director pay mix skewed toward equity options (2024: $56.5k cash; $307.1k options), aligning long-term incentives with shareholder value, though absence of performance conditions means alignment is via ownership/option exposure rather than goal-based metrics .
- Ownership “skin in the game”: 109,938 vested/exercisable options; beneficial ownership <1%—typical for small-cap biopharma directors; no pledging disclosures. Lack of published director ownership guidelines limits formal alignment benchmarking .
- Conflicts/related-party exposure: Proxy discloses no related-party transactions involving Gruia; audit committee oversees related-person transaction policy; historical Baker Brothers nominating rights have terminated (July 20, 2024), reducing investor-specific influence signals .
- Shareholder feedback context: As an emerging growth company, TScan does not conduct say‑on‑pay votes yet, limiting advisory feedback channels; however, clawback policy for executive incentive comp is in place, strengthening governance posture (applies to executives, not to non-employee director comp) .
RED FLAGS
- None disclosed specific to Gruia: no attendance shortfalls, no related-party transactions, no Section 16(a) delinquencies cited for her; note that late Form 4s in 2024 involved other insiders (CEO, CLO, Dworak), not Gruia .
- Absence of director ownership guidelines and performance-based director equity could be viewed as weaker formal alignment structure, though standard for small-cap biotech boards .
Signals to Monitor
- Any change in committee chair positions or movement onto Compensation Committee (would affect pay oversight) .
- Insider trading policy enforcement and any future pledging/hedging disclosures .
- Additional public company board roles (interlocks) that involve counterparties or investors active in TScan transactions .