Lawrence P. Guiheen
About Lawrence P. Guiheen
Independent director of ADMA since July 2012; age 74. Former Baxter Healthcare executive with 30+ years in biopharma and 25+ years in blood/plasma; BA in Business Administration from Rutgers University. Currently chairs the Governance & Nominations Committee and serves on the Audit and Compensation Committees. Class III director nominee for a term expiring at the 2028 annual meeting. Independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellmond Therapeutics | Chief Executive Officer | Nov 2019 – Mar 2022 | Led start-up focused on oncology supportive care and mitochondrial/cellular energy disorders; executive leadership through early development stage. |
| Wellstat Management | Executive Vice President | Through Mar 2022 | Senior leadership at Wellstat-related therapeutics entities. |
| Kedrion Biopharma | Chief Commercial Officer | Jul 2013 – Nov 2019 | Global commercialization for plasma therapies (hemophilia, HDFN, immune/neurological). |
| Guiheen & Associates | Principal | Pre–Jul 2013 | Commercialization consulting in biopharma/pharma/medical devices. |
| Baxter Healthcare (BioScience Division) | President, BioPharmaceuticals US; President Global BioPharmaceuticals; GM Global Hemophilia Franchise | Jan 1998 – Mar 2010; Mar 2010 – Dec 2010; Dec 2010 – Jul 2011 | Senior management team member for 14+ years; led global/domestic commercial organizations in plasma/recombinant therapies. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Plasma Protein Therapeutics Association (PPTA) | Global Board Chair (Past) | Not specified | Industry association leadership; plasma sector governance and policy influence. |
| California Healthcare Institute (CHI) | Board Member (Past) | Not specified | Health policy/industry advocacy governance role. |
Board Governance
- Committees: Chair, Governance & Nominations; Member, Audit; Member, Compensation.
- Independence: Board determined Guiheen is independent under Nasdaq standards.
- Attendance: Board met 5 times in FY2024; no incumbent director attended fewer than 75% of Board and committee meetings; directors encouraged to attend annual meeting and all (except former director Bryant Fong) attended June 4, 2024.
- Committee activity: Audit (6 meetings, Kwon Chair), Compensation (7 meetings, Kwon Chair), Governance & Nominations (1 meeting, Guiheen Chair); all committees composed solely of independent directors.
- Election: Nominated as Class III director to serve through 2028 annual meeting; Board unanimously recommends “FOR” his election.
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash fees (2024) | $80,375 | Mix reflects policy: $50,000 annual director retainer; Governance Chair $11,000; Audit member $11,125; Compensation member $8,250. |
| Policy baseline (effective 1/1/2023–12/31/2024) | — | Chairman $40,000; Vice-Chairman $40,000; Committee chair/member retainers as specified; quarterly payments of 25% of fees. |
Performance Compensation (Director)
| Award Type | Grant Date | Quantity | Grant-Date Fair Value (USD) | Exercise/Strike | Vesting | Expiration |
|---|---|---|---|---|---|---|
| RSUs | 2/26/2024 | 24,040 | $129,816 | — | 50% at 6 months; 50% at 12 months; fully vested at 1 year, service-based. | — |
| Stock Options | 2/26/2024 | 37,541 | $124,583 | $5.40 per share | 12 equal monthly installments; fully vested at 1 year, service-based. | 2/26/2034; earlier if ceasing Board service (generally 90 days). |
- Structure: Annual equity for non-employee directors combines time-vested RSUs and options; no performance-vesting or COI-linked provisions disclosed for directors.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | — | None disclosed for Guiheen in past five years. |
| Compensation committee interlocks | Governance | None | Company reports no interlocking relationships in 2024. |
Expertise & Qualifications
- Deep commercialization and operational leadership in plasma and biopharma; prior senior roles at Baxter (global/domestic), Kedrion CCO.
- Governance experience through PPTA Global Board Chair and CHI board membership.
- Academic credential: BA, Business Administration, Rutgers University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Lawrence P. Guiheen | 491,690 | Less than 1% | Includes 153,941 directly and 1,000 via Guiheen Trust (he is joint trustee); options to purchase 336,749 shares included; excludes options to purchase 12,210 shares and 10,889 RSUs not vesting within 60 days of 3/31/2025. |
| Options outstanding (aggregate) | 332,680 (as of 12/31/2024) | — | Director-level option count disclosed; exercisable vs. unexercisable split not provided. |
- Pledging/Hedging: No pledging reported for Guiheen; company Insider Trading Policy prohibits hedging derivatives and short-sales by directors; No standalone hedging policy but Insider Trading Policy effective Sept 2024 addresses prohibitions.
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company identified late Form 4s for Adam S. Grossman and Brian Lenz only; no delinquent filings noted for Guiheen. |
| Insider Trading Policy | Prohibits derivatives/hedging and short sales by directors; policy effective Sept 2024. |
Related-Party Transactions and Conflicts
- Company disclosures list shared services with Areth (controlled by Grossman family) and purchases from GenesisBPS (owned by Grossman family); no related-party transactions disclosed involving Guiheen.
- Nominating rights designate Elms (Aisling) and Jerrold B. Grossman (Hariden); Guiheen is not a designate of a significant stockholder.
Governance Assessment
- Board effectiveness: Guiheen’s chairmanship of Governance & Nominations places him at the center of board evaluation, corporate governance principles, and director nominations; his audit and compensation committee service adds risk oversight and pay governance breadth.
- Independence and attendance: Independence confirmed, with ≥75% attendance threshold met across Board/committees in FY2024; committee meetings active (Audit 6; Compensation 7), indicating engagement.
- Alignment: 2024 director pay mixes meaningful equity (RSUs and options) with cash fees, supporting ownership alignment; RSUs/options are time-based without performance metrics, consistent with non-employee director practices.
- Conflicts/red flags: No related-party transactions or pledging disclosed for Guiheen; no Section 16 issues flagged; Insider Trading Policy restricts hedging/short sales.
Signals for investors: Governance leadership plus sector-specific commercialization expertise suggest constructive oversight of strategic scaling and risk controls in plasma operations. Independence and clean related-party profile support investor confidence; equity-linked director compensation adds alignment without evident pay anomalies.