Werner Cautreels
About Werner Cautreels
Werner Cautreels, Ph.D. (age 72) is an experienced biopharmaceutical executive and scientist with 40+ years in R&D, clinical and regulatory strategy. He joined Traws Pharma’s board on April 1, 2024; he served as CEO from April 1, 2024 to March 31, 2025 and has an Executive MBA from Harvard Business School and a Ph.D. in chemistry from the University of Antwerp .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Selecta Biosciences | President & CEO | 2010–2018 | Led platform; public company leadership |
| Solvay Pharmaceuticals | Global CEO | Until 2010 (acquired by Abbott) | Global P&L; strategic transactions |
| Sanofi; Sterling Winthrop; Nycomed-Amersham | R&D management (US/EU) | Various | R&D leadership across multiple therapeutic areas |
| Innogenetics NV | Director | Prior | Corporate governance at EU-listed company |
| ArQule Inc. | Director | Prior | Public company board experience |
| Galapagos NV | Director; Audit Committee Chair | Until April 2019 | Chaired audit; financial oversight at EU-listed company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Third Pole Therapeutics (private) | Director | Current | Cardiopulmonary therapies |
| Thuja Capital | Advisory Board Member | Current | Early-stage VC advisory |
| Cristal Therapeutics (private) | Chief Executive Officer | Current | Drug delivery/oncology; operational leadership |
| MRM Health (private) | Chairman | Current | Microbiome therapeutics; board leadership |
Board Governance
- Independence: Not independent under NASDAQ rules (board determined Werner Cautreels, Iain Dukes, and Nikolay Savchuk are not independent) .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees; those committees are chaired by independent directors (Stover, Shoemaker, Clarke) .
- Attendance: Board held 16 formal meetings in 2024; each director attended at least 75% of Board and committee meetings .
- Years of service on TRAW board: Since 2024 .
Fixed Compensation
| Item | Amount | Timing/Terms |
|---|---|---|
| CEO Base Salary (earned) | $445,769 | FY 2024 actual paid as CEO |
| CEO Employment Agreement Base Salary | $610,000 | Effective April 1, 2024; annual review |
| Separation Payment | $10,000 | Lump sum on March 31, 2025 upon retirement from CEO role |
| Consulting Fees | $10,000/month | April 1–December 31, 2025 under Consulting Agreement |
Notes:
- Director cash retainer policy (for non-employee directors): $40,000 annually; committee member retainers $7,500 (Audit), $5,000 (Comp), $4,000 (Nominating); committee chair retainers $15,000 (Audit), $10,000 (Comp), $8,000 (Nominating). Paid quarterly; chairman special cash of $120,000 for 2025 period (applies to Stover) .
Performance Compensation
| Award Type | Grant/Units | Vesting/Terms | Fair Value/Notes |
|---|---|---|---|
| RSUs (inducement) | 8,000 RSUs | 25% on first anniversary of grant; remainder in three annual installments | $200,000 market value at 12/31/2024; granted outside 2021 Plan under Nasdaq inducement rules |
| Annual Director Equity Policy | Options | Typical annual grant value $28,400; 2024 meeting granted $59,000 (15,780 options); 2025 annual director grant options to purchase 23,000 shares | Options vest on 1-year anniversary; 10-year term |
- Performance metrics: No specific performance-based metrics disclosed for Cautreels’ RSUs; awards are time-based. Company’s plan permits performance objectives (TSR, clinical milestones, etc.), but his disclosed awards are not tied to such metrics .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Galapagos NV (past) | Public | Director; Audit Chair (until Apr 2019) | No current interlock |
| Selecta Biosciences (past) | Public | President & CEO | No current interlock |
| ArQule Inc. (past) | Public | Director | No current interlock |
| Third Pole Therapeutics (current) | Private | Director | No disclosed TRAW transactions |
| Cristal Therapeutics (current) | Private | CEO | No disclosed TRAW transactions |
| MRM Health (current) | Private | Chairman | No disclosed TRAW transactions |
Expertise & Qualifications
- Deep R&D leadership across cardiovascular, autoimmune, oncology, rare disease, and vaccines; strong clinical and regulatory strategy experience .
- Prior audit committee chair experience (Galapagos NV), bringing financial oversight credibility .
- Education: Ph.D. in chemistry (University of Antwerp); Executive MBA (Harvard Business School) .
Equity Ownership
| Category | Amount | Details |
|---|---|---|
| Total beneficial ownership | 98,348 shares | 1.4% of common shares outstanding (based on 7,125,832 shares) |
| Components of ownership | 96,348 common shares; 2,000 RSUs | RSUs scheduled to vest within 60 days of Oct 2, 2025 |
| Unvested equity | 8,000 RSUs | Inducement RSUs vest over 4 years |
| Warrants (transaction) | Class B Units purchased (pre-funded + Series A warrants) for 96,348 shares | Purchased Dec 29, 2024 for $491,664; pre-funded likely exercised into common shares reflected above; Series A warrants remain outstanding as issued |
| Pledging/Hedging | Not disclosed | No pledging or hedging disclosures specific to director |
Insider Trades
| Date | Security | Quantity/Type | Consideration |
|---|---|---|---|
| Dec 29, 2024 | Class B Units (pre-funded warrants + Series A warrants for 96,348 shares) | 96,348 underlying shares | $491,664 aggregate purchase price |
- Section 16(a) compliance: One Form 4 filing for Cautreels was inadvertently filed late in 2024 (company-wide note on delinquent reports) .
Employment & Contracts
- CEO Employment Agreement (Apr 1, 2024): Base salary $610,000; target bonus 50% of base; inducement 8,000 RSUs; benefits; non-compete, non-solicit, confidentiality and inventions assignment .
- Severance: If terminated without cause or for good reason (outside CIC) — cash equal to one year of base salary + target bonus, 12 months COBRA, full vesting of unvested equity, and prior-year approved bonus; within 12 months post-CIC — 1.5x base + target bonus (lump sum), 18 months COBRA, accelerated vesting; subject to release and covenant compliance .
- Retirement & Consulting: Retired March 31, 2025 with $10,000 lump sum separation; consulting agreement at $10,000/month from April 1–December 31, 2025 .
Board Governance Assessment
- Committee assignments: Not on key committees (Audit, Compensation, Nominating), which limits direct influence over financial reporting and pay decisions — appropriate given non-independence status .
- Independence/Conflicts: Not independent; concurrently provided paid consulting services to TRAW while serving as director in 2025 — a conflict risk that can impair perceived board objectivity on management oversight .
- Related-party context: Board and Audit Committee oversee related-party transactions; extensive relationships exist between TRAW and entities connected to other insiders (e.g., Viriom, ChemDiv, Expert Systems) with approved oversight; asset purchase from Viriom for $2.35 million was executed Sept 9, 2025 (not tied to Cautreels per disclosures) .
- Attendance and engagement: Company disclosed at least 75% attendance for all directors; governance structures (separate Chair/CEO) and independent committee leadership mitigate some risks .
RED FLAGS
- Not independent and received consulting fees while on board (Apr–Dec 2025) .
- Delinquent Section 16 filing (one late Form 4) — compliance process weakness signal .
- Significant related-party ecosystem (Viriom, ChemDiv, Expert Systems) — while audited and approved, concentration of insider-linked counterparties heightens conflict risk perception .
- Equity-linked instruments: December 2024 purchase of pre-funded and Series A warrants may create overhang; ensure transparent disclosure and exercise terms .
Director Compensation (Structure and Alignment)
| Component | Policy | Notes |
|---|---|---|
| Cash retainer | $40,000/year | Quarterly installments |
| Committee member fees | Audit $7,500; Comp $5,000; Nominating $4,000 | Per committee; additional to base |
| Committee chair fees | Audit $15,000; Comp $10,000; Nominating $8,000 | Per chair; additional to member fee |
| Equity | Annual grant — typical value $28,400; special $59,000 options in 2024; 2025 grant options to purchase 23,000 shares | 1-year vesting; 10-year terms |
Note: Individual director compensation for Cautreels as a non-employee director in 2025 is not itemized; his 2024 compensation relates to CEO role .
Say-on-Pay & Shareholder Feedback
- Compensation consultant: Radford engaged; committee assessed consultant independence; compensation risk review found no material adverse risk effects .
- Pay-versus-performance disclosures: Provided at company level; not specific to director .
Governance Quality Signals
- Positive: Independent leadership on key committees; formal related-party approval process via Audit Committee; clawback mechanisms within Amended 2021 Plan; minimum 1-year vesting norms .
- Negative: Director non-independence and contemporaneous paid consulting — investor alignment concern; late Section 16 filing; concentration of insider-related counterparties .
Implications: For portfolio managers and analysts, monitor cessation of consulting payments, future appointment to committees (should remain avoided while non-independent), continued transparency on any transactions involving entities in the insiders’ networks, and adherence to Section 16 and governance best practices to rebuild investor confidence. Consider questioning the board on safeguards (recusals, independent reviews) when consulting and related-party dynamics intersect with board decisions .