Teresa Shoemaker
About M. Teresa Shoemaker
Independent director of Traws Pharma, Inc. since 2020; age 64 as of the 2025 proxy . Former President & CEO of Medexus Pharmaceuticals (2018–2020) and Medac Pharma (2012–2018), with deep U.S. commercial launch and regulatory execution experience in specialty pharma . Education: B.S. in Communication Science and Psychology (Missouri State University) and M.S. in Communication Science and Disorders (University of Central Missouri) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medexus Pharmaceuticals, Inc. | President & CEO | Oct 2018–May 2020 | Led development/regulatory approval and U.S. launch strategy for rheumatoid arthritis product |
| Medac Pharma, Inc. | President & CEO; Board Member | 2012–Oct 2018 | Built commercial strategy; guided acquisition outcome |
| BioPharm Strategic Solutions | Principal & Co‑Founder | 2010–2012 | Commercial strategy consulting |
| InterMune, Inc. | Vice President, Sales | Oct 2009–Jul 2010 | Built national sales org, GTM strategies |
| Pharmion Corporation | National Sales Director; Sr. Director US Commercial Operations | 2002–2008 | U.S. launch of first‑in‑class MDS therapy |
| Celgene Corporation (post Pharmion acquisition) | Executive Director, Strategic Commercial Operations | 2008–2009 | Executive transition team |
| DuPont Pharmaceuticals (acquired by BMS in 2000) | Sales/Marketing leadership | Pre‑2000 | Early commercial leadership experience |
External Roles
| Organization | Role | Status/Timing |
|---|---|---|
| Medac Pharma, Inc. | Board Member (while CEO) | Prior to Oct 2018 acquisition by Medexus |
Board Governance
- Independence: Board determined Shoemaker is independent under NASDAQ and SEC rules .
- Committee assignments and chair roles:
- Audit Committee: Member
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Member (Chair is Trafford Clarke)
- Attendance: Board held 16 formal meetings in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
| Governance Metric | Value |
|---|---|
| Board size | 7 directors |
| Shoemaker independence | Independent |
| Committees | Audit (Member); Compensation (Chair); Nominating (Member) |
| 2024 Board meetings | 16 |
| 2024 Committee meetings | Audit: 10; Compensation: 9; Nominating: 4 |
| Attendance threshold met | ≥75% for all directors in 2024 |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $59,000 |
Director cash retainer policy (current): base $40,000; Audit member $7,500 and chair $15,000; Compensation member $5,000 and chair $10,000; Nominating member $4,000 and chair $8,000; paid quarterly .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value (USD) | Vesting | Term |
|---|---|---|---|---|---|
| Non‑qualified stock options (annual director grant) | Nov 22, 2024 | 15,780 | $58,991 | Vest on 1st anniversary; service‑based | 10 years |
| Stock Appreciation Rights (outstanding as of Dec 31, 2024) | Various | 334 | N/A | Not specified for directors | Per award |
| Options outstanding (as of Dec 31, 2024) | N/A | 5,838 | N/A | N/A | N/A |
| Annual 2025 director option grant | Apr 2025 | 23,000 (policy level) | N/A | Standard director equity (service‑based) | Not disclosed |
Performance metrics: The Amended 2021 Incentive Plan allows performance‑based vesting using objectives such as earnings, TSR, cash flow, clinical milestones, regulatory approvals, and other goals; however director grants disclosed are service‑based with 1‑year vesting .
Change‑of‑control: Awards accelerate or are assumed/replaced; performance awards vest at greater of actual or pro‑rated target upon qualifying events .
Clawback: Committee may rescind/recoup awards for cause or covenant breaches; policy may be adopted/amended by Board .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No related‑party transactions disclosed involving Shoemaker |
Expertise & Qualifications
- Commercial leadership in specialty pharma and rare disease launches; built national sales teams and GTM strategies .
- Regulatory and approval execution experience (rheumatoid arthritis product) .
- Education in communication sciences and psychology; prior leadership across DuPont, Pharmion, Celgene .
Equity Ownership
| Date | Total Beneficial Ownership (shares) | % of Outstanding | Direct/Common Shares | Options/Warrants/RSUs Included |
|---|---|---|---|---|
| Jan 31, 2025 | 5,973 | <1% (“*”) | Not separately stated; includes options | Includes 5,837 options exercisable within 60 days |
| Oct 2, 2025 | 21,753 | <1% (“*”) | 135 common shares | 21,618 options exercisable within 60 days |
Shares pledged, hedging, guidelines: No pledging/hedging disclosures or director stock ownership guidelines disclosed in proxy materials .
Insider Trades
| Date/Period | Transaction/Disclosure | Notes |
|---|---|---|
| Nov 2024 | One Form 4 for director option award was not timely filed | Company reports Shoemaker (and two other independent directors) missed one Form 4 filing; subsequently disclosed |
Governance Assessment
- Independence and committee leadership: Shoemaker is independent and chairs the Compensation Committee; also serves on Audit and Nominating, meeting enhanced independence standards for Audit/Compensation committees .
- Engagement: Board and committees were active in 2024 (Board: 16 meetings; Audit: 10; Compensation: 9; Nominating: 4), with all directors meeting ≥75% attendance .
- Compensation alignment: Director equity is service‑based options with 1‑year vesting; annual cash retainer plus modest committee chair/member fees; Amended Plan includes robust clawback/change‑of‑control provisions, but director pay is not tied to explicit performance metrics .
- Ownership: Beneficial ownership <1% with modest direct holdings; alignment primarily via unexercised options; no pledging disclosed .
- Red flags: One late Section 16 Form 4 filing in Nov 2024 (administrative compliance lapse). No related‑party transactions or conflicts disclosed for Shoemaker .
- Compensation committee practices: Uses Radford (Aon) as independent consultant; independence assessed; committee meets regularly and reviews risk in pay programs .