R. Keith Woods

About R. Keith Woods

R. Keith Woods is an independent Class II director of TScan Therapeutics (TCRX), serving since December 2023, with his current term expiring at the 2026 annual meeting . He has 30+ years in biopharma commercialization and operations, including COO of argenx U.S. (2018–Jun 2023; thereafter strategic commercial advisor to the argenx board in 2023) and senior roles at Alexion (SVP, North American operations), Roche, Amgen, and Eisai . Woods holds a B.S. in Marketing from Florida State University and is 57 years old (as of April 30, 2025) .

Past Roles

External Roles

Board Governance

• Director classification and independence: Class II; term expires 2026; independent under Nasdaq/SEC rules .
• Committee assignments (2024 activity level in parentheses):
  • Audit Committee (met 5 times in 2024): Member; chaired by Katina Dorton (Audit Committee Financial Expert) .
  • Compensation Committee (met 4 times in 2024): Member; chaired by Stephen Biggar .
  • Not a member of Nominating & Corporate Governance or Research & Clinical Development committees .
• Attendance: Each director (other than a departed director) attended ≥75% of Board and committee meetings in 2024; the full Board met 4 times in 2024 .
• Board leadership and controls:
  • Chair and CEO roles separated; Board emphasizes independent oversight .
  • Audit Committee oversees related-party transactions; all audit/non‑audit services pre‑approved .
  • Insider trading policy and trading/hedging/pledging risk policy in place (policy filed as exhibit); 2024 disclosure expressly prohibits derivative transactions by insiders .

Fixed Compensation

• Non‑employee director cash fee policy (current):

  • Board member annual retainer: $40,000; Board chair additional $30,000.
  • Committee member annual fees: Audit $7,500; Compensation $6,000; Research & Clinical $5,000; Nominating & Governance $4,000. Each committee chair receives an additional fee equal to the member fee listed .

• Cash paid to Woods (earned as director):

  Metric	2023	2024
  Fees earned or paid in cash ($)	$3,664	$54,163
  Option awards (grant‑date fair value, $)	$87,232	$307,073
  Total ($)	$90,897	$361,236

• Notes: As of Dec 31, 2024, Woods held options to purchase 65,000 TScan shares (aggregate count, not a vesting split) .

Performance Compensation

• Equity retainer structure (non‑employee directors):
  • New director grant: Option to purchase 47,500 shares at appointment; annual grant: Option to purchase 47,500 shares at each annual meeting .
  • Vesting: In full upon the earlier of (i) first anniversary of grant or (ii) next annual meeting, subject to continued board service .
• Equity plan safeguards relevant to director awards:
  • No option/SAR repricing without shareholder approval (other than equitable adjustments/change‑in‑control treatment) .
  • Compensation committee has full plan administration authority; dividend equivalents on RSUs (if used) vest with underlying awards .

Other Directorships & Interlocks

TScan disclosed no related‑party transactions since Jan 1, 2024 involving directors, officers, or 5% holders beyond those described (investor financings); Audit Committee oversees related‑party reviews .

Expertise & Qualifications

• Commercialization and launch leadership (led argenx’s transition to a commercial organization; oversight of sales, market access, reimbursement, medical affairs) .
• Senior P&L responsibility (managed >$1B annual sales at Alexion; scaled North American operations) .
• Deep biopharma network and operations/supply chain background (Roche, Amgen, Eisai over 20 years) .
• Education: B.S. in Marketing, Florida State University .

Equity Ownership

• Trading/hedging/pledging governance: Insider trading policy addresses trading, pledging and hedging risk; 2024 disclosure expressly prohibits derivative transactions; no pledging or hedging by Woods disclosed .
• Section 16(a) compliance: 2024 proxy notes late Form 4s for certain officers; no delinquency noted for Woods .

Governance Assessment

• Strengths
  • Independent director serving on two key committees (Audit and Compensation), supporting oversight of financial reporting and pay practices .
  • Attendance threshold met (≥75%) amid active committee cadence (Audit 5x; Compensation 4x in 2024) .
  • Equity retainer aligns director incentives with shareholders; plan prohibits option repricing without shareholder approval .
  • Robust governance controls: Audit Committee pre‑approval of auditor services; related‑party review policy; clawback policy adopted in 2023 (applies to executives) .
• Watch items
  • Multiple external public company directorships may constrain time, though they can provide broader strategic perspective and industry connectivity .
  • Director equity is entirely in options (no disclosed common share holdings), which can be more levered to volatility; however, vesting aligns with service and the equity plan includes shareholder-friendly safeguards .