Garry Nicholson
About Garry Nicholson
Independent director at TScan Therapeutics (TCRX) since June 2024; age 70. Nicholson brings 35+ years in oncology, including President, Pfizer Oncology (2008–2015) where he led commercialization and the launch of Ibrance (palbociclib). He holds an MBA (University of South Carolina) and a B.S. in Pharmacy (UNC Chapel Hill). Director tenure: 2024–present; Class I nominee for re‑election at the 2025 AGM to serve through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer | President, Pfizer Oncology; member of Portfolio, Strategy & Investment Committee; Pfizer Foundation board | 2008–2015 | Led global commercialization, clinical development, regulatory strategy; launched Ibrance (CDK4/6) |
| XTuit Pharmaceuticals | President & CEO; director | 2015–2016 | Executive leadership of oncology platform |
| Eli Lilly | Oncology leadership roles | Earlier career (dates not specified) | Various leadership positions in oncology division |
| AMPATH/Moi University/Moi Teaching & Referral Hospital/Government of Kenya | Advisor | Not specified | Supported sustainable healthcare systems in developing nations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Day One Biopharmaceuticals (public) | Chair of the Board | Current | Clinical/commercial-stage oncology company |
| Abdera Therapeutics (private) | Chair of the Board | Current | Privately held biopharma |
| Avenzo Therapeutics (private) | Director | Current | Clinical-stage company |
| G1 Therapeutics (public) | Director | Prior | Commercial-stage oncology; past service |
| NextCure (public) | Director | Prior | Clinical-stage immuno-oncology; past service |
| Turning Point Therapeutics; Five Prime Therapeutics; TESARO; Tmunity; SQZ Biotech; Personal Genome Diagnostics | Director | Prior | Boards prior to acquisitions by large pharma or other transitions |
Board Governance
- Independence: Board determined all directors except CEO are independent; Nicholson is independent under Nasdaq and SEC rules .
- Committees (TScan): Nominating & Corporate Governance (member); Research & Clinical Development (member). Nominating chaired by Katina Dorton; R&D chaired by Barbara Klencke . Initial committee appointments on joining: Nominating & Corporate Governance and Research & Clinical Development .
- Attendance: Board met 4 times in 2024; all directors attended ≥75% of board and committee meetings, except former chair Barberich (resigned June 2024) .
- Committee activity: Audit (5 meetings, chair Dorton), Compensation (4, chair Biggar), Nominating (2, chair Dorton), Research & Clinical (5, chair Klencke) .
- Governance policies: Insider trading policy addresses trading/pledging/hedging risks and is filed as an exhibit; Code of Conduct in place . Compensation recovery (clawback) policy adopted Sept 21, 2023, effective Oct 2, 2023 .
Fixed Compensation (Non‑Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer (member) | $40,000 | Policy rate |
| Board chair additional cash fee | $30,000 | Not applicable to Nicholson |
| Audit Committee (member/chair add’l) | $7,500 / $7,500 | Nicholson not on Audit |
| Compensation Committee (member/chair add’l) | $6,000 / $6,000 | Nicholson not on Compensation |
| Research & Clinical Development Committee (member/chair add’l) | $5,000 / $5,000 | Nicholson is a member |
| Nominating & Corporate Governance Committee (member/chair add’l) | $4,000 / $4,000 | Nicholson is a member |
| Nicholson 2024 cash fees earned | $27,045 | Reflects mid‑year start and committee service |
Performance Compensation (Equity)
| Grant Type | Grant Date | Shares | Exercise Price | Vesting | 2024 Grant-Date Fair Value |
|---|---|---|---|---|---|
| Initial director options (new director) | Jun 12, 2024 | 23,750 | $8.88 | 1/3 vests Jun 12, 2025; remainder vests monthly over 24 months, subject to continued service | |
| Annual director options | Jun 12, 2024 | 47,500 | $8.88 | Vests in full upon earlier of first anniversary or next annual meeting, subject to continued service | |
| Nicholson total option awards (2024) | 2024 | — | — | — | $464,377 |
- Plan limit: Aggregate grant-date fair value of awards plus cash comp to an outside director ≤ $750,000 per fiscal year; initial year limit $1,500,000 .
- No repricing: Equity plan prohibits option/SAR repricing without stockholder approval .
Other Directorships & Interlocks
| Company | Relationship to TScan | Potential Interlock/Conflict Considerations |
|---|---|---|
| Day One Biopharmaceuticals | Unrelated; small‑molecule oncology | Overlapping oncology focus, but no disclosed related‑party transactions with TScan |
| Abdera Therapeutics | Unrelated | Private; no disclosed related‑party transactions |
| Avenzo Therapeutics | Unrelated | Private; no disclosed related‑party transactions |
- Related‑party transactions: None involving Nicholson requiring disclosure under Item 404(a); company policy requires audit committee pre‑approval of related‑person transactions .
Expertise & Qualifications
- Deep oncology commercialization, regulatory strategy, and business development experience; led Pfizer’s global oncology franchise and major product launch (Ibrance) .
- Board leadership experience as current chair at Day One and Abdera; extensive prior public biopharma board service .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Options outstanding (as of Dec 31, 2024) | 71,250 | Director options held by Nicholson |
| Beneficial ownership (as of Apr 30, 2025) | 55,338 | Shares subject to options exercisable within 60 days; <1% of outstanding |
| Trading/Pledging/Hedging | Policy in place | Insider trading policy addresses pledging and hedging risks; filed as exhibit |
| Clawback | In place | Plan awards subject to recoupment; company compensation recovery policy adopted in 2023 |
Governance Assessment
- Board effectiveness: Nicholson strengthens commercialization and regulatory oversight on R&D and Nominating committees; independence confirmed; attendance met ≥75% threshold in 2024, indicating engagement .
- Compensation alignment: Equity-heavy director pay with standard cash retainers; initial and annual option grants with reasonable vesting; outside director pay within plan caps (≤$750k/year; $1.5M initial year) – no repricing allowed, supporting shareholder-friendly practices .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Nicholson; multiple external board roles in oncology could pose potential industry overlap, but no interlocks or transactions identified with TScan .
- Ownership alignment: Beneficial ownership via vested options (55,338 exercisable within 60 days) demonstrates some alignment; no direct share ownership or pledging disclosed; insider trading/hedging policies in place .
- RED FLAGS: None disclosed regarding attendance, legal proceedings, related-party transactions, or option repricing; monitor time commitments across multiple boards and any future related-party dealings given broad industry involvement .