Jack Stover
About Jack E. Stover
Jack E. Stover, 72, is Chairman of the Board at Traws Pharma (since April 15, 2025) and has served as a director since May 2016. He is a CPA with a B.A. in Accounting from Lehigh University and extensive C‑suite and audit leadership experience in life sciences; the Board has designated him an Audit Committee financial expert . He is independent under Nasdaq rules, with the Board affirming his independence (excluding only Dukes, Cautreels and Savchuk) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interpace Biosciences, Inc. | President, CEO and Director | Jun 2016 – Dec 2020 | Led public diagnostics company |
| Antares Pharma, Inc. | CEO, President and Director | 2004 – 2008 | Public specialty pharma; U.S. listings |
| PharmaCyte Biotech (Nasdaq: PMCB) | Director; Audit Committee Chair | Jun 2022 – Nov 2022 (resigned) | Chaired Audit Committee |
| PricewaterhouseCoopers (Coopers & Lybrand) | Partner, Bioscience industry division | Prior period | Audit/accounting expertise |
| Various public/private companies | COO and CFO | Prior periods | Financial and operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NorthView Acquisition Corp. (NVAC) and NorthView Sponsor I LLC | CEO and Director | Mar 2021 – Jul 2025 | Subsequently serves as director of Profusa, Inc., which merged into NVAC |
| Profusa, Inc. | Director | Post-merger with NVAC | Board service following de‑SPAC combination |
| Stero Therapeutics, Inc. | Director | Since Feb 2024 | Current public company directorship disclosed by TRAW |
Board Governance
- Roles and committees: Audit Committee (Chair); Compensation Committee (Member); Nominating & Corporate Governance Committee (Member). He also chaired a temporary Transition Committee formed in April 2024 to support post‑acquisition integration; the committee was disbanded Dec 31, 2024 .
- Independence: Board determined Stover meets Nasdaq independence requirements; he also meets audit and compensation committee independence standards .
- Audit Committee financial expert: Board determined Stover qualifies under Item 407(d)(5) of Regulation S‑K .
- Attendance and activity: In 2024, the Board held 16 formal meetings; Audit 10; Compensation 9; Nominating & Corporate Governance 4. Each director attended at least 75% of Board/committee meetings, and all directors attended the 2024 annual meeting .
- Audit Committee report: Stover signed as Audit Committee Chair recommending inclusion of 2024 audited financial statements in the Form 10-K .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual base cash retainer (non‑employee director) | $40,000 | Paid quarterly |
| Board Chair retainer (non‑employee) | $30,000 per year | Temporary enhancement: $120,000 cash for 4/15/2025–12/31/2025; expected to revert to $30,000 thereafter |
| Committee membership retainers | Audit $7,500; Compensation $5,000; Nominating & CG $4,000 | Paid per committee, annually |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating & CG $8,000 | In addition to member fees |
| Non‑employee director annual grant value cap | $300,000 (cash + equity) | Plan limit for director services |
| Director (FY2024) | Cash Fees ($) | Stock Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Jack E. Stover | 117,500 | 108,991 | — | 226,491 |
FY2024 cash includes Transition Committee cash compensation ($50,000) in addition to standard director fees; equity includes 15,780 options as standard grant and 13,402 options valued at $50,000 for Transition Committee service; options vest on first anniversary and expire in 10 years .
Performance Compensation
| Equity Award | Grant/Transaction Date | Shares/Options | Exercise Price | Vesting/Term | Source |
|---|---|---|---|---|---|
| Standard non‑employee director options (FY2024) | Nov 22, 2024 | 15,780 | — | Time‑based; 1‑yr vest; 10‑yr term | |
| Transition Committee options (FY2024) | FY2024 | 13,402 | — | Time‑based; 1‑yr vest; 10‑yr term | |
| Annual director options (FY2025 awards) | Apr 2025 (granted) | 23,000 | — | Per policy; granted to directors in Apr 2025 | |
| Form 4: Option award (A) | Jun 19, 2025 (filed 6/23/2025) | 23,000 | $1.65 | Award reported on Form 4 | https://www.sec.gov/Archives/edgar/data/1130598/000141588925017996/0001415889-25-017996-index.htm |
| Form 4: Option award (A) | Oct 12, 2025 (filed 10/15/2025) | 11,530 | $3.01 | Award reported on Form 4 | https://www.sec.gov/Archives/edgar/data/1130598/000120360325000005/0001203603-25-000005-index.htm |
Director performance metrics: None disclosed for non‑employee directors; 2024–2025 director equity awards are time‑based options with 1‑year vesting. The plan permits performance‑conditioned awards, but director grants disclosed for this period are not tied to performance goals .
Additional plan protections:
- Clawbacks: Awards subject to clawback/recoupment and share‑trading policies; breaches of restrictive covenants can trigger rescission and repayment .
- No option/SAR repricing without shareholder approval (except for corporate transactions) .
- Equity grant timing and pricing policy; no intentional timing around MNPI; exercise price at fair market value on grant date .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Profusa, Inc. | Director | Resulting from NVAC merger; no TRAW related‑party transaction disclosed with Profusa |
| Stero Therapeutics, Inc. | Director (since Feb 2024) | No TRAW related‑party transaction disclosed |
| NorthView Acquisition Corp. / NorthView Sponsor I LLC | CEO & Director (to Jul 2025) | SPAC/sponsor leadership; no TRAW related‑party transactions disclosed tied to Stover |
Expertise & Qualifications
- CPA; deep finance and audit background including former PwC (Coopers & Lybrand) partner in biosciences .
- Multiple public company CEO/President tenures; significant life‑sciences operating and governance experience .
- Designated Audit Committee financial expert; independent for audit and compensation committees .
- Board cites qualifications in operations, financial operations/administration, and extensive audit committee leadership .
Equity Ownership
| Snapshot | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (Oct 2, 2025) | 19,283 shares | <1% (“*”) | Based on 7,125,832 shares outstanding |
| Beneficial ownership (Jan 31, 2025) | 5,878 shares | <1% (“*”) | Based on 3,650,731 shares outstanding |
| Options outstanding (Dec 31, 2024) | 29,182 options | — | Aggregate outstanding options; SARs outstanding: 334 |
| Insider Form 4 awards in 2025 | 23,000 options (6/19/2025); 11,530 options (10/12/2025) | — | Post‑txn positions reported per filing: 23,000 and 11,530 options respectively; see SEC URLs above |
No pledging/hedging policy disclosure was identified for directors generally; Stock Awards may not be pledged or transferred during restriction periods per plan terms .
Governance Assessment
-
Positives
- Independent Chairman with strong audit pedigree; designated Audit Committee financial expert and currently chairs the Audit Committee—supports robust financial oversight .
- Active engagement: 2024 showed high Board and committee activity; Stover also led the Transition Committee during integration, with clear disclosure of temporary compensation .
- Conservative plan features: no option/SAR repricing without shareholder approval; clawback and trading policy coverage; director comp cap at $300k supports discipline .
-
Watch items / RED FLAGS
- Section 16(a) compliance: Stover (and two other independent directors) failed to timely file one Form 4 for Nov 2024 stock option awards—administrative lapse but a governance blemish .
- Elevated Chair cash retainer in 2025: Board approved $120,000 cash for the 4/15/2025–12/31/2025 period (vs. standard $30,000/yr); disclosed as temporary with reversion expected—monitor for reversion in 2026 to avoid pay creep .
- Multiple external commitments: Ongoing outside directorships (e.g., Profusa; Stero Therapeutics) and recent SPAC leadership could present time‑commitment risks; no specific conflicts disclosed with TRAW operations .
-
Related‑party safeguards
- Audit Committee (chaired by Stover) reviews and approves related‑party transactions with annual polling and recusal procedures; 2024 related‑party transactions involve Viriom and TRAW executives, not Stover .
-
Shareholder engagement signals
- Board recommends biennial say‑on‑pay vote frequency, emphasizing long‑term compensation alignment; Compensation Committee engages independent consultant (Radford) with no identified conflicts .