Nikolay Savchuk

About Nikolay Savchuk

Nikolay Savchuk, Ph.D., age 56, is Chief Operating Officer and a Director of Traws Pharma, serving in both roles since April 1, 2024; he holds an M.S. in Physics and a Ph.D. in Applied Mathematics from the Moscow Institute of Physics and Technology . Company total shareholder return (value of a $100 investment) progressed from 9.36 (FY2022) to 10.67 (FY2023) and 13.93 (FY2024), while GAAP net loss expanded to $166.523 million in FY2024 due to acquisition-related IPR&D .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Dr. Savchuk in the 2025 proxy; he was not a named executive officer in the 2024 Summary Compensation Table .

Performance Compensation

• Company equity plan framework (2021 Plan, as amended) covers RSUs, stock options, SARs and other stock-based awards; performance objectives may include TSR, GAAP/operating earnings, cash flow, margins, market share, regulatory milestones, and clinical trial milestones; minimum one-year vesting with limited exceptions; clawback provisions apply .

Equity Ownership & Alignment

• Shares pledged as collateral: Not disclosed in the proxy .
• Insider purchases: TPAV LLC (managed by Savchuk) purchased Company securities on April 1, 2024 ($9,499,995) and Class B units (pre-funded and Series A warrants) on Dec 29, 2024 ($491,664) .
• Section 16 compliance: Savchuk filed one Form 4 late in fiscal 2024; Company disclosed delinquencies for several insiders and 10% holders .

Employment Terms

• Employment start date: April 1, 2024 as COO; Board service since 2024 .
• Individual employment agreement, severance and change-of-control economics for Dr. Savchuk are not disclosed; Company-wide plan provides change-in-control treatment (assumption or acceleration, performance awards vest at greater of actual vs. prorated target) and permits deferrals and clawbacks .

Board Governance

• Board service: Director since 2024; dual role as executive officer (COO) and director .
• Independence: Board determined Savchuk is not independent under Nasdaq rules; only non-executive directors on key committees are independent .
• Committee roles: Member of temporary Transition Committee (April–Dec 2024; chair was independent director); no standing Audit/Comp/Nominating committee assignments disclosed for Savchuk .
• Attendance: All directors attended ≥75% of Board and committee meetings in FY2024 .
• Dual-role implications: As a non-independent executive director, he does not participate on standing committees; governance mitigants include separate Chair and CEO roles and independent committee composition .

Related-Party Transactions and Interlocks

• Viriom R&D Services: Pre- and post-merger, Company expensed $128,000 in 2024; payables and accruals at year-end (AP $113,000; accrued $15,000). Viriom License Agreement grants royalty-free, sublicensable worldwide rights over defined viral IP to Company entities .
• ChemDiv Preclinical Services: Company paid $5,024,000 (primarily pre-merger services); 2024 R&D expense $460,000; AP $10,000 at year-end .
• Expert Systems Consulting: 2024 expense $149,000; AP $77,000; accrued $72,000; family member has significant ownership .
• TPAV and Insider Financings: TPAV (managed by Savchuk) purchased common and Series C in April 2024; participated in Dec 2024 private placement with pre-funded and Series A warrants. The February 2025 Special Meeting sought stockholder approvals under Nasdaq Rules 5635(d) and 5635(c) to permit exercise of >19.99% and insider-held warrants, respectively .
• Asset Purchase from Viriom: In Sept 2025, Company acquired antiviral IP/program assets from Viriom for $2,350,000 cash, including patents, licenses and regulatory files .

Performance & Track Record

• Company TSR (value of $100 investment): 9.36 (FY2022), 10.67 (FY2023), 13.93 (FY2024) .
• GAAP Net Loss: $(18.964)M (FY2022), $(18.948)M (FY2023), $(166.523)M (FY2024), with FY2024 reflecting ~$117.5M non-cash IPR&D from the April 2024 acquisition .
• Company compensation governance: Compensation Committee engaged Radford as independent consultant; Committee met 9 times in 2024; assessed compensation risk and affirmed no material adverse risk .

Compensation Structure Analysis

• Equity-heavy incentives via amended 2021 Plan; minimum one-year vesting; performance objectives include clinical/regulatory milestones and TSR-based metrics; change-of-control provisions may accelerate vesting or provide cash settlement; clawbacks apply for cause or policy violations .
• Upcoming vesting/selling pressure: 675 RSUs scheduled to vest within 60 days of Oct 2, 2025 for Savchuk, with additional exercisable warrants/options (152,116 shares) creating potential overhang; strike prices not disclosed in the proxy .

Compensation Committee Analysis

• Committee members: M. Teresa Shoemaker (Chair), Trafford Clarke, Jack E. Stover (independent directors); met 9 times in 2024; uses Radford, assessed consultant independence .

Say-on-Pay & Shareholder Feedback

• Advisory vote on executive compensation (say-on-pay) proposed at the November 21, 2025 Annual Meeting; frequency recommended “Every Two Years.” Results not included in the proxy .

Expertise & Qualifications

• Education: M.S. Physics; Ph.D. Applied Mathematics (MIPT). Expertise spans biotech investments, drug development operations, and executive leadership across multiple therapeutics startups and platforms .

Investment Implications

• Alignment: Significant beneficial ownership (8.8%) with near-term RSU vesting and sizable exercisable derivative positions indicates meaningful skin-in-the-game, albeit with a potential supply overhang from option/warrant exercises .
• Governance/Risk: Dual executive-director role and multiple related-party ties (Viriom, ChemDiv, Expert Systems, TPAV) create conflict-of-interest optics; mitigated by independent committees and mandatory Audit Committee review of related-party transactions, but investors should monitor pricing/fairness and recurring payments to affiliates .
• Trading signals: Insider participation in December 2024 financing via TPAV and subsequent need for shareholder approvals (5635(d)/(c)) signaled capital alignment but also future dilution mechanics via warrants; track warrant exercises and any lockup/beneficial ownership limits (4.99–19.99%) that could stage intake of shares over time .
• Policy protections: Company’s plan-level clawback and change-in-control mechanics provide standard investor safeguards, though individual severance terms for Savchuk are not disclosed; monitor future filings for executive agreements and any pledging or hedging policy changes .