Jeffrey Kraws
About Jeffrey J. Kraws
Independent, non-executive Chairman of Theriva Biologics (TOVX); age 61; director since 2006; appointed independent Chair in May 2012. Former top-ranked pharma equity analyst, now CEO/co-founder of Crystal Research Associates and CRA Advisors; partner/co-founder at TopHat Capital; designated “audit committee financial expert” by the Board. Education: MBA (Cornell), BS (SUNY Buffalo). Tenure on TOVX board: ~19 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ra Medical Systems (NYSE: RMED) | Co-President | Aug 2016 – Jan 2021 | Senior leadership at a med-device issuer |
| Syncromune, Inc. | Chief Financial Officer | Feb 2022 – Feb 2024 | Finance leadership; private company |
| The Investor Relations Group (IRG) | Co-President | Prior to founding Crystal Research | IR for small-cap companies |
| Ryan Beck & Co. | Managing Director, Healthcare Research | Prior role | Sell-side leadership |
| Gruntal & Co. (merged with Ryan Beck) | Director of Research/Senior Pharma Analyst | Prior role | Sell-side leadership |
| First Union Securities (formerly EVEREN) | Managing Director, Sr. Pharma Analyst | Prior role | Sell-side leadership |
| Asea Brown Boveri/ABB Aros Securities | Sr. U.S. Pharma Analyst; MD/President Brokerage/IB | Prior roles | Sell-side leadership |
| NationsBanc Montgomery; BT Alex. Brown; Buckingham Research | Senior Pharma Analyst | Prior roles | Sell-side analysis |
| Bristol-Myers Squibb | Treasury Group – Competitive Analysis | Prior role | Industry-side experience |
| Theriva Biologics (then Synthetic Biologics) | VP, Business Development (part-time) | 2006 – Feb 2007 | Corporate development |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| Crystal Research Associates; CRA Advisors | CEO & Co-Founder | Since 2003 | Research/advisory firms |
| TopHat Capital, LLC | Partner & Co-Founder | Since Feb 2012 | Investment firm |
| GridIron Bionutrients, Inc. | Chief Executive Officer | Since Nov 9, 2021 | Operating role |
| Grannus Securities Pty Ltd | Partner | Since Nov 2015 | Australian PE fund |
| PDK Healthcare Innovations LLC | Partner | n/a | Healthcare ventures |
| Avivagen Inc. (TSX: VIV) | Director | Dec 2013 – Apr 2023 | Prior public board |
| Saleen Automotive, Inc. (OTC: SLNN) | Director | 2013 – 2020 | Prior public board |
Board Governance
- Independence and leadership: The Board deems Kraws independent under NYSE American rules; he serves as independent Chairman with authority to set agendas and preside over meetings and independent director sessions, reinforcing board oversight separation from management .
- Committees and roles: Member – Audit; Chair – Compensation; Member – Nominations; “audit committee financial expert” (with Wolf) and financially literate per SEC/NYSE American .
- Meetings and attendance: In 2024 the Board met 9 times; Audit 4, Compensation 3, Nominations 0; each director attended at least 75% of aggregate Board/assigned committee meetings .
- Risk oversight: Board oversees strategic risk; Audit oversees major financial, legal/regulatory and cybersecurity risk; Compensation evaluates incentive risk; Nominations oversees governance effectiveness .
- Trading policies: Company prohibits director hedging and pledging of company stock (anti-hedging/anti-pledging policy) .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Total Director Fees (FY2024) | $180,250 | Fees earned/paid in cash for Kraws |
| Non-Exec Chair Retainer (policy) | $154,000 | Annual cash retainer (Chair) |
| Committee Member Fees (policy) | $7,500 Audit; $5,000 Compensation; $3,750 Nominations | Annual cash per committee |
| Committee Chair Fees (policy) | $15,000 Audit Chair; $10,000 Compensation Chair; $7,500 Nominations Chair | Annual cash, incremental for chair |
Observation: Kraws’ 2024 total ($180,250) aligns with being Chair of the Board and Chair of Compensation plus Audit/Nominations membership under the stated fee schedule .
Performance Compensation
| Component | FY2024 Grant | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Option Awards to Kraws | $0 | No director option grant recorded for Kraws in 2024 | None disclosed for director pay |
| Outstanding Director Options (as of 12/31/2024) | 11,118 options (Kraws) | Outstanding aggregate count; grant details not specified in director table | N/A |
No performance metrics (TSR, revenue, ESG, etc.) are used for director compensation; structure is cash retainers/fees with periodic equity, primarily time-based when granted .
Other Directorships & Interlocks
- Current public company directorships disclosed for Kraws: none. Prior public boards include Avivagen (TSX: VIV, through Apr 2023) and Saleen Automotive (OTC Pink: SLNN, through 2020) .
- Compensation Committee interlocks: none during FY2024 (no TOVX executives sat on other boards’ comp committees and vice versa) .
Expertise & Qualifications
- Audit/finance: Audit Committee member; designated “audit committee financial expert”; financial literacy confirmed by Board .
- Sector expertise: 22+ years as senior pharma analyst; executive roles across healthcare; prior competitive analysis at Bristol-Myers Squibb .
- Education/recognition: MBA (Cornell), BS (SUNY Buffalo); 5-Star Zacks (2001) and #1 pharma analyst by StarMine (2001) .
Equity Ownership
| As-of Date (Record) | Beneficial Ownership (Shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| July 8, 2025 | 19,477 | <1% | Includes 19,451 options exercisable within 60 days; additional 16,667 options not yet exercisable excluded from 60-day count . |
| Oct 30, 2025 | 25,701 | <1% | Includes 25,701 options exercisable within 60 days; additional 10,417 options not exercisable within 60 days excluded . |
Anti-hedging/pledging policy prohibits hedging or pledging of company stock by directors, mitigating alignment risks .
Governance Assessment
-
Strengths
- Independent, experienced Chair with clear separation from CEO/CFO; enhances oversight and agenda control .
- Brings deep healthcare capital markets expertise; designated audit committee financial expert; strengthens financial oversight .
- Anti-hedging/anti-pledging policy and clawback policy in place at company level (compensation recoupment on restatement), supporting shareholder-friendly governance .
-
Watch items
- Low personal stake (<1%) as of 2025; while common for micro/small caps, it provides modest direct alignment vs. larger equity holders. RED FLAG: low “skin-in-the-game” for a long-tenured Chair .
- Multiple simultaneous external roles (operating and investment partnerships) could create potential time/attention constraints or perceived conflicts if counterparties interact with TOVX; no related-party transactions disclosed, but remain monitoring focus .
- Nominations Committee held zero meetings in 2024 despite ongoing governance needs; could indicate lighter refresh/oversight cadence. RED FLAG: committee activity gap (context dependent) .
Related-Party/Conflicts Check
- Company disclosed no related-party transactions involving Kraws during the two years ended Dec 31, 2024 or current year; the only disclosed related party item involved the CEO’s spouse employment, overseen by Audit Committee .
Committee Assignments (Current)
| Committee | Role | Independence/Qualification |
|---|---|---|
| Audit | Member | Independent; financial literacy; audit committee financial expert |
| Compensation | Chair | Independent; oversees exec pay, clawback administration |
| Nominations | Member | Independent; governance oversight |
Board/Committee Activity (FY2024)
| Body | Meetings Held | Attendance Note |
|---|---|---|
| Board of Directors | 9 | Each director ≥75% aggregate attendance (Board + assigned committees) |
| Audit Committee | 4 | See above |
| Compensation Committee | 3 | See above |
| Nominations Committee | 0 | See above |
Director Compensation Summary (FY2024)
| Metric | Amount |
|---|---|
| Cash Fees – Kraws | $180,250 |
| Option Awards – Kraws | $0 |
| Policy Anchors | Chair retainer $154,000; committee member fees (Audit $7,500; Comp $5,000; Nominations $3,750); chair fees (Audit $15,000; Comp $10,000; Nominations $7,500) |
Say-on-Pay, Clawback, and Policies (Company-Level Signals)
- Clawback: Board-approved clawback for executive performance-based compensation upon accounting restatement (formally adopted; details disclosed) .
- Anti-hedge/pledge: Prohibits hedging and pledging by directors/officers/employees .
- Advisory votes: 2025 proxy included Say-on-Pay and Say-on-Frequency proposals; Board recommended triennial frequency .
Overall: Kraws is a long-tenured, independent Chair with deep healthcare and capital markets expertise and audit financial expertise designation, supporting board effectiveness. Key monitoring items for investors: low direct ownership, multiple concurrent outside roles, and limited Nominations Committee activity in 2024; no Kraws-specific related-party exposure disclosed to date .