Nancy Davis
About Nancy Davis
Nancy Davis was appointed to the Tharimmune (THAR) Board of Directors effective August 4, 2025; she is a prominent philanthropist and founder of Race to Erase MS and co-founder of Cure Addiction Now, with a career centered on patient advocacy and medical research fundraising . She resigned from THAR’s board on November 6, 2025, resulting in a short tenure of roughly three months . Age and formal education were not disclosed in THAR filings reviewed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Race to Erase MS | Founder | 1993–present (per press release) | Raised $56M+; “Center Without Walls” collaboration across leading institutions; supported research underlying B-cell therapies (Ocrevus, Briumvi, Kesimpta) . |
| Cure Addiction Now (CAN) | Co-founder | Not disclosed (active) | Funds collaborative research on substance use disorder; targets withdrawal/cravings; patient advocacy and anti-addiction initiatives . |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Race to Erase MS | Founder | Non-profit | Large-scale fundraising and multi-institution scientific collaboration . |
| Cure Addiction Now | Co-founder | Non-profit | Research funding to address addiction; advocacy focus . |
No other public company directorships were disclosed in the appointment 8-K or accompanying press release .
Board Governance
- Service at THAR: Appointed August 4, 2025; term intended to run to 2026 annual meeting; resigned November 6, 2025 .
- Independence: The 8-K did not state an independence determination for Ms. Davis; the company describes Nasdaq and Rule 10A-3 independence standards generally and assessed independence for other directors as of 2024 year-end . No related-party transactions involving Ms. Davis were reportable under Item 404(a) .
- Committees/chair roles: Not disclosed for Ms. Davis in THAR filings reviewed .
- Attendance: For 2024, the Board held 6 meetings; Audit 4; Compensation 4; Nominating & Corporate Governance (NCG) 1; no director attended fewer than 75%—this predates Ms. Davis’s appointment and does not cover her tenure .
- Executive sessions and policies: THAR’s independent directors meet separately; the company maintains a Code of Conduct and an insider trading policy prohibiting short sales/hedging and restricting pledging without pre-clearance; as of Dec 31, 2024, no directors or officers had pledged shares (preceding Ms. Davis’s tenure) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Board member annual retainer (cash) | $65,600 | |
| Audit Committee chair | $15,000 | |
| Audit Committee member | $7,500 | |
| Compensation Committee chair | $8,000 | |
| Compensation Committee member | $4,000 | |
| Nominating & Corporate Governance (NCG) chair | $6,000 | |
| NCG member | $3,000 |
Ms. Davis’s 8-K states her compensation would be “consistent with” other non‑employee directors; specific cash amounts and any committee fees for her tenure were not individually disclosed .
Performance Compensation
| Equity Type | Grant Size/Structure | Vesting | Notes |
|---|---|---|---|
| Initial off‑cycle options (policy) | Up to 2,553 options upon initial appointment (when elected/appointed other than at annual meeting) | Monthly over 1 year, subject to service | Board policy for non‑employee directors . |
| Annual meeting option grant (policy) | Options; number/vesting at Compensation Committee discretion | As determined by the Committee | Applies to non‑employee directors serving at the annual meeting date . |
- Ms. Davis’s appointment 8-K did not enumerate a specific grant but stated compensation consistent with non‑employee directors; no RSU/PSU awards for directors were disclosed in the 2025 proxy; director equity has been delivered via options historically .
- Performance metrics tied to director compensation: None disclosed (director compensation comprised cash retainers and option grants) .
Other Directorships & Interlocks
| Company/Organization | Role | Public/Private/Non-profit | Potential Interlocks/Conflicts |
|---|---|---|---|
| Race to Erase MS | Founder | Non-profit | THAR disclosed no related-party transactions involving Ms. Davis; none reportable under Item 404(a) . |
| Cure Addiction Now | Co-founder | Non-profit | Same as above . |
Expertise & Qualifications
- Patient advocacy and strategic fundraising experience (raised $56M+ for MS research) with a track record of convening multi-center research collaborations via “Center Without Walls” .
- Disease area familiarity in MS and addiction through Race to Erase MS and Cure Addiction Now; emphasis on accelerating translational science and destigmatizing SUD .
- Public communications and stakeholder mobilization capability relevant to biotech fundraising and patient-centric program design .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of | Notes |
|---|---|---|---|---|
| Nancy Davis | 25,000 | * (less than 1%) | Record date for Sept 2025 special meeting | Total common shares outstanding: 5,903,437 (basis for % calculation in table) . |
Ownership breakdown (vested/unvested, options exercisable/unexercisable, pledging) for Ms. Davis was not itemized in filings reviewed; THAR’s insider trading policy restricts pledging and prohibits hedging; as of Dec 31, 2024, no pledges by directors/officers were disclosed (pre-dates her appointment) .
Governance Assessment
- Tenure and stability: Ms. Davis’s appointment on August 4, 2025 and resignation on November 6, 2025 indicate a very short board tenure coincident with significant financing transactions and leadership changes, which is a governance stability concern for investors .
- Committee roles and engagement: No committee assignments or chair roles for Ms. Davis were disclosed; attendance data covering her service period is unavailable, limiting visibility into her board engagement .
- Independence and conflicts: While the company outlines stringent independence standards and disclosed no related-party transactions for Ms. Davis, it did not explicitly state an independence determination for her; nonetheless, the absence of Item 404(a) transactions is a positive signal .
- Pay structure signals: Director cash retainers increased substantially from prior levels (from a $20,000 board member retainer in 2023 proxy to $65,600 in the 2025 proxy), and directors receive options rather than RSUs—this change elevates fixed cash cost and may reduce pay-for-performance linkage versus prior structure; investors should monitor rationale and outcomes .
- Shareholder alignment: Ms. Davis reported beneficial ownership of 25,000 shares (<1%); THAR maintains an anti-hedging policy and restricts pledging, supporting alignment, though director ownership guidelines were not disclosed .
Key Dates and References
- Appointed to THAR Board: August 4, 2025; compensation consistent with other non‑employee directors; no related-party transactions involving Ms. Davis .
- Press release highlighting background and expertise: August 5, 2025 .
- Resigned from Board: November 6, 2025 (disclosed in subsequent 10-Q “Recent Developments”) .
- Director compensation policy (retainers, option grants) as of 2024 year-end in 2025 proxy .
- Beneficial ownership (including Ms. Davis 25,000 shares) as of special meeting record date in 2025 special proxy .
- Board meetings/attendance (2024) and independence/insider trading policy context .
