John Leaman
About John Leaman
John Leaman, M.D., age 52, was appointed as an independent director of Traws Pharma on October 1, 2025; he currently serves as Chief Financial Officer of Cellarity, Inc. (since March 2023), where he helped close a large pharma partnership and led the company’s Series D crossover financing . Prior roles include Chief Financial & Business Officer at Impel Pharmaceuticals (2019–2023) where he helped lead the April 2021 IPO, and senior corporate development and finance roles at Selecta Biosciences, InfaCare, Medgenics, and earlier at Shire plc, Devon Park Bioventures, and McKinsey & Company . Education: M.D. (Perelman School of Medicine, University of Pennsylvania), M.B.A. (Wharton School), B.A. (Oxford, Rhodes Scholar), and B.S. (Elizabethtown College) . The Board states his capital-raising and large-pharma partnering experience as core credentials for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Impel Pharmaceuticals | Chief Financial & Business Officer | Jun 2019–Feb 2023 | Helped lead IPO (Apr 2021) |
| Selecta Biosciences | Chief Financial & Business Officer; Head of Corporate Development | Oct 2017–Mar 2019 | Corporate development leadership |
| InfaCare Pharmaceutical Corp. | Head of Corporate Development | Jun 2016–Sep 2017 | Company acquired by Mallinckrodt (Sep 2017) |
| Medgenics Inc. | Chief Financial & Business Officer | Aug 2014–Mar 2016 | Finance leadership |
| Shire plc | Senior roles | Not specified | Pharma finance/ops experience |
| Devon Park Bioventures | Venture investor | Not specified | Therapeutics-focused investing |
| McKinsey & Company | Associate Principal | Early career | Advised life sciences clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cellarity, Inc. | Chief Financial Officer | Mar 2023–Present | Oversaw large pharma partnership and led Series D crossover financing |
Board Governance
- Committee assignments: Audit Committee member; current Audit Committee includes Shoemaker, Clarke, Stover (chair), and Leaman .
- Independence: The Board determined Leaman meets audit and compensation committee independence standards under SEC and NASDAQ rules .
- Attendance/engagement: Board held 16 formal meetings in FY 2024; all directors then on the Board attended ≥75% of Board/committee meetings. Leaman joined Oct 1, 2025; he was not on the FY 2024 Audit Committee that issued its report and did not participate in the FY 2024 audit review .
- Audit Committee financial expert: Stover designated financial expert; Leaman is a member but not designated as the expert .
- Governance processes: Board maintains Audit, Compensation, and Nominating & Corporate Governance charters; Audit Committee oversees related-party transactions and disclosure controls .
Fixed Compensation
| Component | FY 2025 Policy Amount | Applies to Leaman | Notes |
|---|---|---|---|
| Annual base cash retainer | $40,000 | Yes | Pro‑rated for service starting Oct 1, 2025 |
| Audit Committee member retainer | $7,500 | Yes | Paid quarterly; pro‑rated |
| Audit Committee chair fee | $15,000 | No | Chair is Stover |
| Compensation Committee member retainer | $5,000 | No | Leaman not a member |
| Nominating & Corporate Governance member retainer | $4,000 | No | Leaman not a member |
| Annual director compensation cap | $300,000 total value per year | Yes | Includes cash and equity; grant date fair values |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Term | Conditions |
|---|---|---|---|---|---|
| Non‑employee director initial stock options (tranche 1) | Oct 1, 2025 | 15,609 | $29,500 | Director option awards in Nov 2024 vested at 1 year and expire in 10 years; director awards subject to continued service . Specific vesting terms for Leaman’s Oct 2025 grant not separately stated. | Standard non‑employee director policy; continued service required |
| Non‑employee director initial stock options (tranche 2) | Upon stockholder approval of Amended 2021 Plan | Not disclosed | $29,500 | Not disclosed | Contingent on Amended Plan share increase approval |
Performance metric framework under the Amended Plan (not specific to Leaman’s grants):
- The plan allows performance-based vesting using objectives such as EPS, EBITDA, ROA/ROE, TSR, share price, cash flow/FCF, revenue growth, margins, regulatory approvals, and clinical milestones; dividends/dividend equivalents vest only if the underlying awards vest .
- Change-in-control treatment: If awards are not assumed/replaced, options/SARs accelerate; performance awards vest at greater of actual or target (pro‑rated). Committee may deem certain awards vested upon involuntary termination after CIC .
- Clawback: Committee may rescind/recoup awards upon breach of restrictive covenants or “cause,” and can enforce clawbacks via policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed for Leaman in the proxy |
Expertise & Qualifications
- Capital markets and corporate finance leader with public company transaction experience (IPO at Impel) and large‑pharma partnering exposure .
- Education: M.D. (Penn), M.B.A. (Wharton), B.A. (Oxford, Rhodes Scholar), B.S. (Elizabethtown) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John Leaman | 0 | 0.0% | As of Oct 2, 2025; options granted Oct 1, 2025 are not reported as beneficially owned because they were not exercisable within 60 days . |
Governance Assessment
- Independence and committee positioning: Leaman is independent and placed on the Audit Committee, aligning his finance background with oversight of reporting, controls, and related‑party reviews; he is not chair or designated financial expert, which moderates single‑person influence .
- Alignment and incentives: Director cash pay is modest and pro‑rated; initial equity awards are time‑based options and within a $300,000 annual cap, limiting over‑compensation risk while promoting ownership over time. No performance metrics are disclosed for director grants; clawback and CIC terms add investor protections .
- Engagement signals: Leaman joined after the FY 2024 cycle; attendance data for him is not yet available. Board/committee activity levels in 2024 were high (16 Board meetings; 10 Audit; 9 Compensation; 4 Nominating), suggesting active oversight culture he is entering .
- Conflicts: No related‑party transactions involving Leaman are disclosed; notable company‑level related‑party exposures exist with Viriom, ChemDiv, and Expert linked to other insiders, with Audit Committee oversight and approvals. This heightens the importance of independent Audit Committee members like Leaman in mitigating governance risk .
- Compliance: Section 16(a) delinquency disclosures do not list Leaman; he joined the Audit Committee in Oct 2025 and did not participate in FY 2024 audit approval, which is appropriately noted in the committee report .
- Shareholder oversight context: Board is seeking stockholder approval to amend and restate the 2021 Plan (increase by 1.5M shares and extend term), and recommends biennial say‑on‑pay; equity governance and pay cadence will be key areas where Leaman’s audit oversight intersects compensation policy .
RED FLAGS (company-level, not attributed to Leaman):
- Multiple related‑party transactions tied to other directors/executives (Viriom, ChemDiv, Expert), requiring vigilant Audit Committee oversight .
- Frequent financing and equity plan amendments increase dilution risk; monitoring director equity compensation within the $300,000 cap and grant practices is important .