Iain Dukes
About Iain Dukes
Iain D. Dukes (age 67) is Chief Executive Officer, Secretary and Director of Traws Pharma (TRAW). He joined the Board on April 1, 2024; served as Executive Chairman from April 1, 2024 to April 15, 2025; was Interim CEO beginning April 1, 2025; and was formally appointed CEO on October 1, 2025 . Dukes holds an MA in Jurisprudence and DPhil from Oxford, an MSc in Cardiovascular Studies from Leeds, and a BSc in Pharmacology from Bath . His background spans senior leadership at Merck (SVP, BD&L), Amgen (VP, External R&D), GSK/Glaxo Wellcome, plus multiple company chair/CEO roles and venture capital (OrbiMed) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Merck Research Laboratories | SVP & Head of Business Development and Licensing | Not disclosed | Led global BD/licensing to expand pipeline and partnerships |
| Amgen | VP of External Research & Development | Not disclosed | Advanced external R&D collaborations and deal flow |
| GlaxoSmithKline | VP of Scientific & Technology Licensing | Not disclosed | Directed technology/licensing strategy |
| Glaxo Wellcome | Head of Exploratory Development; Head of Ion Channel Drug Discovery | Not disclosed | Led discovery and early development for key therapeutic areas |
| Essentialis Therapeutics | President & CEO; Director | Not disclosed | Led clinical-stage company in rare metabolic diseases |
| KaNDy Therapeutics | Board member & Chairman | Oct 2017–Jul 2020 | Company acquired by Bayer AG (value realization) |
| Themis BioScience GmbH | Supervisory Board member | Jan–Jun 2020 | Company acquired by Merck & Co. |
| Viriom Inc. | Chief Executive Officer | Feb 2019–Dec 2024 | Led antiviral development; Viriom later a major TRAW shareholder |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| OrbiMed Advisors LLC | Venture Partner | Since Aug 2016 | Investment, portfolio support across biopharma |
| Lomond Therapeutics Holdings, Inc. | Consulting CEO & Chairman | Since Nov 1, 2024 | Corporate build-out post-merger restructuring |
| Angiex Inc. | Executive Chairman | Since Feb 2020 | Strategic leadership and financing |
| Eilean Therapeutics LLC | CEO & Chairman | Since Jul 2022 | Company formation and development strategy |
| Kartos Therapeutics, Inc. | Co-founder; President; Director | Since Sep 2017 | Oncology platform scaling |
| Telios Pharmaceuticals, Inc. | Co-founder; President | Not disclosed | Company creation and leadership |
| Iovance Biotherapeutics (IOVA) | Chairman of the Board | Current | Public company governance and strategy |
| Ikena Oncology (IKNA) | Director | Current | Portfolio and governance contributions |
| NeRRe Therapeutics; ENYO Therapeutics; Feldan Therapeutics; Rathlin Therapeutics Ltd | Director | Current | Multiple biotech boards; networked insights |
Fixed Compensation
| Metric | Effective Apr 1, 2025 |
|---|---|
| Base salary | $610,000 |
| Target annual bonus | 50% of base salary |
| Bonus determination | Based on performance of Dukes and the Company; paid in cash, options, stock, or combination at Board/Comp Committee discretion |
| Benefits/perquisites | Eligible for executive benefit plans; up to four weeks vacation; business expense reimbursement |
Performance Compensation
Annual Bonus Structure
| Metric | Weighting | Target | Actual | Payout Form | Vesting |
|---|---|---|---|---|---|
| Company and individual performance (specific KPIs not disclosed) | Not disclosed | 50% of base salary | Not disclosed | Cash, options, stock, or combination | N/A |
Recent Equity Grants (CEO)
| Grant type | Grant date | Shares/Units | Exercise/Strike | Term | Vesting | Plan |
|---|---|---|---|---|---|---|
| Non-qualified stock options | Oct 12, 2025 (approved Oct 17, 2025) | 64,839 | $3.01 per share (closing price Oct 10, 2025) | 10 years | 100% vest on first anniversary of grant, subject to continued service | Amended & Restated 2021 Incentive Compensation Plan |
Company PSU Design (as disclosed; individual awards to Dukes not disclosed)
| Instrument | Performance goals | Expiration dates | Settlement | Status as of 12/31/2024 |
|---|---|---|---|---|
| Cash-settled PSUs | 50% vest upon first patient enrolled in a registrational study; 50% vest upon registrational study topline data | Goal (i): Dec 31, 2025; Goal (ii): Jun 30, 2028 | Cash; max payable per PSU cannot exceed $952.53 (subject to adjustment) | Goals not attained; portion of PSUs granted in earlier periods expired Dec 31, 2022 |
Equity Ownership & Alignment
Beneficial Ownership
| Metric | Jan 31, 2025 | Oct 2, 2025 |
|---|---|---|
| Shares beneficially owned | 235,335 | 233,308 |
| Ownership (%) | 6.2% of 3,650,731 shares outstanding | 3.2% of 7,125,832 shares outstanding |
- Major shareholders include Viriom (19.9%) and OrbiMed Advisors (16.4%), underscoring investor relationships overlapping with Dukes’ prior roles .
- Shares pledged or hedging activity: not disclosed. Stock ownership guidelines for executives/directors: not disclosed in the proxy excerpts provided.
Options Position (CEO)
| Metric | Value |
|---|---|
| Options granted Oct 2025 | 64,839 |
| Exercise price | $3.01 |
| Vesting status | Unvested; 100% on Oct 12, 2026 (first anniversary), subject to continued service |
| In-the-money value | Not disclosed |
Employment Terms
| Term | Severance (no CIC) | Severance (within 12 months post-CIC) | COBRA Reimbursement | Equity acceleration | Clawback/Non-compete |
|---|---|---|---|---|---|
| Initial term 1 year from Apr 1, 2025; auto-renews annually unless 90-day notice | If terminated prior to first anniversary: no severance. After first anniversary: for each full month of service beyond first anniversary (up to 12), one month of severance equal to one-twelfth of base + target bonus, paid in monthly installments | 1.5x base + target bonus, paid in a lump sum | For each month served beyond first anniversary (up to 12), one month of employer portion of medical insurance; 18 months if termination occurs within 12 months post-CIC | Pro rata vesting of unvested equity: for each month beyond first anniversary (up to 12), one-twelfth vests upon termination; accrued, approved, and unpaid prior-year bonus paid . Company-wide award agreements also provide full vesting upon qualifying terminations in CIC scenarios or if awards are not assumed with comparable terms | Employment agreement requires confidentiality and inventions assignment; clawback/anti-hedging not disclosed in provided excerpts |
Board Governance
- Board service history: Director since 2024; Executive Chairman from Apr 1, 2024 to Apr 15, 2025; Interim CEO while also Chairman from Mar 31, 2025 until separation on Apr 15, 2025; CEO formalized Oct 1, 2025 .
- Committee roles: Not listed on standing committees; served on temporary Transition Committee in 2024 with Jack E. Stover (chair) and Nikolay Savchuk; disbanded Dec 31, 2024 .
- Board structure/independence: Audit, Compensation, and Nominating committees comprised of independent directors (Stover, Clarke, Shoemaker, Leaman); committee independence affirmed by Board per NASDAQ rules .
- Board operations: In fiscal 2024, Board held 16 formal meetings; each director attended at least 75% of Board and committee meetings .
Director Compensation Policy (for non-employee directors; CEO-directors typically excluded)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non-employee directors |
| Committee member retainers | Audit $7,500; Compensation $5,000; Nominating $4,000 | Non-employee directors |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating $8,000 | Non-employee directors |
| Equity awards | Typical annual grant date value $28,400; special grants in 2024–2025 cycle per policy | Options sizing detailed, incl. April 2025 grants; new directors receive $59,000 options (Leaman split tranche) |
| Special Chairman retainer | $120,000 (Apr 15–Dec 31, 2025) | Approved for Jack E. Stover; expected to revert to $30,000 thereafter |
Investment Implications
- Alignment and retention: A 50% target bonus with Board discretion plus a fresh option grant (64,839 at $3.01; 1-year cliff) tie compensation to performance and tenure; the severance framework is more back-weighted, incentivizing retention beyond the first anniversary before severance rights accrue meaningfully .
- Change-in-control protection: 1.5x cash severance and robust equity acceleration mechanisms suggest potential management stability through strategic transactions, but may also raise deal-contingent payout optics; awards fully vest upon qualifying CIC events if not assumed with comparable terms .
- Ownership and governance: Dukes’ beneficial ownership of 3.2% (Oct 2025) supports skin-in-the-game, though the percentage declined versus Jan 2025 due to increased shares outstanding; major holders include Viriom and OrbiMed, overlapping with his prior affiliations, emphasizing the need for rigorous related-party oversight (managed by the Audit Committee per policy) .
- Dual-role period resolved: Interim CEO while Chairman briefly in late March–mid-April 2025 was transitioned to a separated Chair/CEO structure, mitigating independence concerns; current committees are fully independent and exclude management .
- Near-term vesting/selling pressure: The one-year cliff on the Oct 2025 option grant creates a discrete 2026 vesting event; monitoring Form 4 filings and trading windows around Oct 2026 will be prudent .