C. David Pauza

About C. David Pauza

C. David Pauza, Ph.D., is Chief Science Officer, Virology at Traws Pharma, appointed April 1, 2024; he is 71 and brings 35 years of academic research at the University of Maryland, Baltimore, plus industry CSO roles at American Gene Technologies (2016–2021) and dual CSO roles at Trawsfynydd Therapeutics and Viriom (2021–2024) . Traws is a clinical-stage antiviral company; recent performance factors include highly negative GAAP net loss in FY 2024 driven by IPR&D from the Trawsfynydd acquisition, and negative operating cash flow, underscoring capital intensity and execution risk .

Past Roles

External Roles

Fixed Compensation

• Not individually disclosed: Pauza was not a Named Executive Officer in the 2024 Summary Compensation Table; no base salary, target/actual bonus, or cash retainer details are reported for him in the 2025 DEF 14A .
• Compensation oversight: Executive pay is overseen by the Compensation Committee, which engages Radford (Aon) for benchmarking and program design .

Performance Compensation

• Company-wide equity framework: Traws’ 2021 Incentive Compensation Plan governs grants (options, RSUs, PSUs, SARs); 2025 Amended Plan adds 1.5M shares and extends term; minimum 1-year vesting with limited exceptions; double-trigger acceleration in certain change-in-control cases .
• Pauza 2025 Option Grant: On Oct 12, 2025, the Compensation Committee granted 32,406 stock options at $3.01 exercise, 10-year term; vesting 100% on first anniversary (Oct 12, 2026), subject to continued service; granted under the Amended and Restated 2021 Plan .

Option Award Details (Pauza)

• RSUs/PSUs: No individual RSU or PSU awards for Pauza are disclosed; PSU mechanics exist for certain officers (cash-settled, tied to registrational study milestones) but not attributed to him in filings .

Equity Ownership & Alignment

• Beneficial ownership: Pauza’s individual beneficial ownership is not broken out in the 2025 proxy table; he is included within the “all current executive officers and directors as a group” (14.0%) .
• Vested vs. unvested: His Oct 2025 options are unvested until Oct 12, 2026; no other vested/unvested breakdown is disclosed for him .
• Pledging/hedging: No pledging or hedging disclosures are reported for Pauza; company director ownership and filing timeliness is disclosed elsewhere .
• Ownership guidelines: No executive stock ownership guideline details are disclosed in the proxy .

Employment Terms

• Employment agreement: Not disclosed for Pauza; employment agreements and severance/change-of-control terms are disclosed for certain other officers (e.g., CEO, CFO, CMO Oncology), but Pauza’s specific contract economics are not reported –.
• Clawbacks: Awards may be subject to clawbacks for covenant breaches or cause; company may adopt broader clawback policies .

Company Performance Context (for pay-for-performance analysis)

• Values retrieved from S&P Global.*
• Notes: FY 2024 GAAP net loss increased sharply primarily due to non-cash IPR&D from the Trawsfynydd acquisition; TSR rose from $9.36 to $13.93 in 2022–2024 per Pay vs Performance disclosure .

Compensation Structure vs Performance Metrics

• Mix/structure: For Pauza, disclosed incentive exposure is equity-centric (options with cliff vest). Company program supports RSUs/PSUs and SARs, but no individual RSU/PSU disclosures for him; the 1-year cliff can strengthen retention incentives but creates concentrated vesting/supply risk at the anniversary .
• Performance metrics: Company PSUs for certain officers hinge on registrational study patient enrollment and topline data milestones (cash-settled, with expiry dates), aligning payouts to development execution; these are not explicitly tied to Pauza .
• Consultant/peer input: Radford supports market alignment; Committee asserts pay-for-performance philosophy in PVP narrative .

Vesting Schedules and Insider Selling Pressure

• Single-year cliff: Pauza’s 32,406 options vest entirely on Oct 12, 2026; this creates a potential sell/exercise decision point at vest (subject to price and blackout policies), followed by a 10-year life (to Oct 2035) .
• Exercise economics: Strike at $3.01; sensitivity to share price around vest date could drive trading/hedging behaviors; blackout/10b5-1 plans may modulate timing (not disclosed) .

Equity Ownership Alignment and Related-Party Risk

• Related party context: Traws’ Viriom relationships (services, licensing, asset purchase) represent governance attention areas; Pauza resigned from Viriom effective Apr 1, 2024, reducing potential conflicts as he assumed CSO, Virology at Traws .
• Ownership transparency: Individual ownership for Pauza is not broken out; group ownership is high, but absence of an individual line limits precision in skin-in-the-game analysis .

Employment Contracts, Severance, and Change-of-Control Economics

• Not disclosed for Pauza. Inference from plan documents: His option/any RSU/SAR awards would be eligible for vesting acceleration under certain no-assumption/change-in-control or termination-for-good-reason/without-cause circumstances, consistent with plan terms . Actual cash severance multiples for Pauza are unknown (not reported) –.

Performance & Track Record

• Scientific execution: Leads programs in CEN inhibitor (tivoxavir marboxil) with supportive animal/Phase 1 data and potential Animal Rule pathway for H5N1; and Mpro inhibitor (ratutrelvir) with Phase 1 PK and ritonavir-independent profile, moving toward Phase 2 .
• Corporate achievements: Transitioned from dual-CSO roles at Trawsfynydd/Viriom to Traws CSO, aligning focus under public-company governance .

Compensation Committee & Governance

• Committee composition: Independent directors oversee Compensation, with defined charters and independence determinations; Radford engaged; risk review affirms no material adverse compensation risk .
• Equity plan stewardship: 2025 Amended Plan expanded share reserve and extended term to maintain talent incentives and program continuity –.

Investment Implications

• Alignment: Pauza’s all-or-nothing 12‑month option vest aligns his near-term incentives to milestone execution and share price outcomes into Oct 2026; however, lack of disclosed RSU/PSU linkage for him limits direct visibility on metric-weighted payouts .
• Retention risk: Company’s negative operating cash flow and heightened FY 2024 net loss (IPR&D) raise financing dependence; equity-heavy incentives are valuable but sensitive to dilution and market conditions, which may affect talent retention and exercise behavior .
• Trading signals: Watch the Oct 12, 2026 vest date for potential supply/insider 10b5‑1 activity; absence of multi-year graded vesting increases the probability of concentrated exercise/sale decisions if in-the-money .
• Governance/compliance: Pauza’s resignation from Viriom mitigates related-party conflicts within virology; continued scrutiny of Viriom/ChemDiv/Expert Systems transactions is prudent for governance-sensitive investors .
• Execution focus: Value creation depends on clinical progression (ratutrelvir Phase 2 initiation/readouts; Animal Rule pathway for tivoxavir marboxil) and capital access; compensation alignment is supportive but real outcomes hinge on trial data and regulatory interactions .

Key gap: Pauza’s base salary, bonus targets/actuals, and individual ownership line are not disclosed in the latest proxy; analysis emphasizes disclosed option incentives, plan mechanics, and program execution.