Trafford Clarke
About Trafford Clarke
Trafford Clarke, Ph.D., age 67, has served as an independent director of Traws Pharma since December 2022. He holds a Ph.D. in organic chemistry from Imperial College London and a B.Sc. in organic chemistry from the University of Liverpool, with a 31-year career at Eli Lilly culminating as UK R&D Site Head and Managing Director . The Board has determined he is independent under Nasdaq and SEC rules and he currently serves on all three standing committees, chairing Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly & Company Ltd. (UK) | Managing Director; UK R&D Site Head | 1986–May 2017 | Board member; led drug development and site management |
| Association of the British Pharmaceutical Industry (ABPI) | Innovation Board member | Not disclosed | Industry innovation oversight |
| European Federation of Pharmaceutical Industries (EFPIA) | Research Directors group member | Not disclosed | R&D leadership network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barrier Islands Free Medical Clinic (non-profit) | Board member | Current | Community health governance |
Board Governance
- Committees: Audit (member), Compensation (member), Nominating & Corporate Governance (chair) .
- Independence: Board determined Clarke meets Nasdaq and SEC independence standards, including audit and compensation committee independence tests .
- Attendance: In 2024 the Board held 16 formal meetings; each director attended at least 75% of Board and committee meetings for which they served . Audit Committee met 10 times; Compensation Committee 9 times; Nominating & Corporate Governance Committee 4 times in 2024 .
- Audit Committee financial expert: Jack E. Stover designated; Clarke is not identified as the financial expert .
Fixed Compensation
| Item | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Clarke) | $45,000 | FY2024 | Actual cash director compensation |
| Annual cash retainer (policy) | $40,000 | Current policy | Paid quarterly; applies to non-employee directors |
| Committee member retainers (policy) | Audit $7,500; Compensation $5,000; Nominating $4,000 | Current policy | Per committee membership, paid quarterly |
| Committee chair retainers (policy) | Audit $15,000; Compensation $10,000; Nominating $8,000 | Current policy | In addition to member retainer |
Note: Clarke’s actual FY2024 cash total reflects role timing; policy amounts indicate current structure .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Expiration | Notes |
|---|---|---|---|---|---|
| Stock options (annual director grant) | Nov 22, 2024 | 15,780 | $58,991 | Vest on 1st anniversary; 10-year term | Standard non-employee director grant |
| Annual equity award (policy, 2025) | Apr 2025 | 23,000 options | Not disclosed | Not disclosed | 2025 annual grant to directors per revised policy |
- Plan features: Awards under the 2021/Amended Plan include performance-based vesting capability (company-wide or individual objectives) and standard minimum one-year vesting (up to 5% exception) . Change-in-control provisions permit acceleration or cashless settlement under defined conditions; director awards participate per plan terms . Clawback provisions allow rescission and recovery upon “cause” or covenant breaches, and may be supplemented by Company clawback policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy for Clarke |
| Notable governance networks | ABPI Innovation Board; EFPIA Research Directors group (industry bodies) |
| Shared directorships/conflicts | Related-party disclosures list Viriom, ChemDiv, Expert Systems, TPAV; Clarke is not named among involved parties in those transactions |
Expertise & Qualifications
- Deep pharmaceutical R&D leadership (31 years at Eli Lilly; site head and managing director) .
- Board governance experience in UK pharma and industry associations (ABPI, EFPIA) .
- Scientific credentials: Ph.D. in organic chemistry (Imperial College London); B.Sc. (University of Liverpool) .
- Board rationale: Skills in developing and managing pharmaceutical organizations cited by TRAW’s Board .
Equity Ownership
| Metric | Jan 31, 2025 | Oct 2, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 5,325 | 21,106 |
| % of shares outstanding | <1% | <1% |
| Components noted | Includes 5,325 options exercisable ≤60 days | Includes 21,106 options exercisable ≤60 days |
Governance Assessment
-
Strengths:
- Independent director serving on all three committees; chairs Nominating & Corporate Governance, supporting board refresh and governance oversight .
- Adequate engagement: met at least the 75% attendance threshold in 2024 across Board and committees ; committees were active (Audit 10, Comp 9, Nominating 4 meetings) .
- Alignment via equity: received standard option grants; director equity awards vest over one year and are subject to long-term option terms .
- Not implicated in Company’s related-party arrangements (Viriom, ChemDiv, Expert Systems, TPAV), which are overseen by the Audit Committee for conflicts .
-
Watch items / RED FLAGS:
- Section 16(a) timeliness: Clarke failed to file one Form 4 to report November 2024 director option awards (late filing acknowledged in proxy) .
- Ownership is small relative to outstanding shares (<1%), which may limit economic alignment vs. larger holders; beneficial ownership fluctuates across dates given option status and capital changes .
- Audit Committee financial expert designation resides with another director (Stover), not Clarke, which is fine but limits his financial oversight credential at the committee level .
-
Compensation structure observations:
- FY2024 mix shows meaningful equity component alongside cash ($45,000 cash; $58,991 options), reflecting standard small-cap biotech director pay practice .
- Policy revisions in September 2024 adjusted annual equity grant values and standardized cash retainers and chair fees; continued use of options rather than RSUs, with plan-level clawback and change-in-control mechanics .
Director Compensation Detail
| Metric | FY2024 |
|---|---|
| Cash fees (Clarke) | $45,000 |
| Stock option awards (grant-date fair value) | $58,991 |
| Total | $103,991 |
| Outstanding options at 12/31/2024 | 15,780 |
Insider Filing Status (Section 16)
| Item | Detail |
|---|---|
| Form 4 timeliness | One late Form 4 for November 2024 director option awards (Clarke) |
Related Party Transactions Context
- Audit Committee reviews and approves related-party transactions and potential conflicts; the committee governs the code of conduct and conflict disclosures .
- Disclosed related parties include Viriom, ChemDiv, Expert Systems, TPAV; transactions and roles largely involve other directors/executives; Clarke is not identified as a party to these arrangements .
Overall, Clarke presents as an experienced, independent director with strong pharma R&D credentials, active committee service, and standard director pay and equity alignment. The isolated late Section 16 filing is a minor governance blemish; no direct related-party conflicts are disclosed for Clarke, and his role chairing Nominating & Corporate Governance supports board effectiveness .