Joseph F. Lawler
About Joseph F. Lawler
Dr. Joseph F. Lawler, age 52, is the independent Chair of Anebulo’s Board; he founded the company in April 2020 and briefly served as President from April–June 2020. He holds an M.D. and Ph.D. from Johns Hopkins and a B.A. from Queens College, and brings biomedical expertise plus capital markets experience as founder/Managing Member of JFL Capital Management since 2015 and co‑founder/Senior Managing Partner of Merus Capital Partners (2011–2014) . The Board has affirmatively determined Dr. Lawler is independent under Nasdaq standards; he serves as non‑employee Chair, separate from the CEO role, with authority to set agendas and preside over meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anebulo Pharmaceuticals, Inc. | Founder; President (interim) | Founded Apr 2020; President Apr–Jun 2020 | Founding leadership; continued Board service |
| JFL Capital Management LLC | Founder & Managing Member | Jan 2015–present | Healthcare investment fund; strategic development experience |
| Merus Capital Partners, LLC | Co‑Founder & Senior Managing Partner | Oct 2011–Nov 2014 | Proprietary trading; capital markets skills |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JFL Capital Management LLC | Founder & Managing Member | Jan 2015–present | Private investment firm; not a public company directorship |
| Other public company boards | — | — | None disclosed in proxy |
Board Governance
- Independent status: Board determined Dr. Lawler (and all directors other than Cunningham, English, Calloway) are independent under Nasdaq rules .
- Chair role: Independent, non‑employee Chair with agenda‑setting and meeting authority; separation from CEO position to reinforce oversight .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees for FY2024; committee chairs were Shah (Audit), Kupchyk (Comp), Aryeh (Nominating) .
- Attendance: Board met 4 times in FY2024; each director attended at least 75% of Board and committee meetings; Chair attended last annual meeting .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $11,000 | FY2024 | Matches policy of $1,000 annual director retainer + $10,000 Chair cash retainer under legacy cash policy retained to preserve cash . |
| Total Director Compensation | $83,106 | FY2024 | Cash + option grant fair value (see performance table for equity details) . |
Non‑Employee Director Cash Policy (unchanged per 2024 review):
- Annual director cash retainer: $1,000
- Additional cash retainer for Chairperson: $10,000
- Additional cash retainer for committee chairs: $10,000 (Audit/Comp/Nominating)
Performance Compensation
Director equity is option‑based with time-based vesting; no performance metrics disclosed for directors.
| Grant Date | Type | Shares/Units | Exercise Price | Vesting | Expiration | Source |
|---|---|---|---|---|---|---|
| Jun 13, 2024 | Stock Option | 41,667 | $2.10 | 50% on date of 2024 annual meeting; 50% on 1‑year anniversary of grant | Jun 12, 2034 | |
| Jun 13, 2024 | Stock Option | 6,618 | $2.10 | Vests on earlier of Nov 30, 2024 or date of 2024 annual meeting | Jun 12, 2034 | |
| FY2024 Year‑End | Outstanding Options | 161,000 | — | — | — |
Policy changes (equity emphasis adopted June 13, 2024):
- Initial option grant upon appointment: 50,000 shares; monthly pro rata vest over 3 years .
- Annual option grant upon re‑election: 25,000 shares; vest at earlier of 1‑year anniversary or next annual meeting .
- Special equity grants allocated among directors to address below‑market pay: catch‑up 25,000 (Mar 2023 service), pro‑rated 16,667 (2024), plus aggregate 19,194 and 38,385 share pools allocated by role beginning at the 2025 Annual Meeting; cash policy preserved to save cash .
Other Directorships & Interlocks
| Counterparty | Relationship | Nature of Arrangement | Date(s) | Key Terms |
|---|---|---|---|---|
| 22NW Fund, LP; Pharma Investors, LLC | Entities controlled by Director Aron English | Voting support agreement: 22NW/Pharma will vote “FOR” Lawler’s election while Lawler holds ≥10% beneficial ownership; reciprocal commitment from Lawler/affiliates to vote “FOR” English while English holds ≥10% | Proxy filed Mar 6, 2025 | Interlocking support signals; contingent on ownership thresholds |
| 22NW, LP; JFL Capital Management LLC | Director‑affiliated funds | Loan & Security Agreement (Amended & Restated Feb 10, 2025) | Nov 13, 2023; amended Feb 10, 2025 | Up to $3M; 0.25% interest; maturity Feb 10, 2028; stock issuance per dollar loaned; no balance outstanding as of Feb 14, 2025 |
| 22NW Fund, LP | Director‑affiliated fund | Private Placements (Dec 2024; Sept 2022) | Dec 23, 2024; Sept 2022 | Dec 2024: 10,101,010 shares at $0.99, $10M proceeds to ANEB; triggered Nasdaq change‑of‑control review and lock‑up on votes/transfers pending stockholder approval; Sept 2022: 1,703,577 units ($5M), each unit common share + 5‑yr warrant @ $4.215 |
Expertise & Qualifications
- Biomedical expert (M.D., Ph.D.); founder of a clinical‑stage company; strategic development background .
- Capital markets and investment expertise via JFL Capital and Merus Capital Partners .
- Board leadership experience as independent Chair .
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Joseph F. Lawler | 3,300,344 | 8,699,656 via CAL GRAT 2022‑1 (4,349,828) and JFL GRAT 2‑22‑1 (4,349,828) | 133,194 | 12,133,194 | 29.4% (out of 41,084,731 shares) |
Notes:
- Beneficial ownership includes options exercisable within 60 days of record date; percentages based on 41,084,731 shares outstanding .
Insider Trading / Hedging
- Company hedging policy prohibits short sales, options, hedging, margin accounts, pledges, and other speculative transactions by directors and related persons .
- Form 4 (June 13, 2024) discloses option grants and vesting terms for Dr. Lawler (see Performance Compensation table) .
Fixed Compensation (Policy Details)
| Cash Component | Amount | Applicability |
|---|---|---|
| Annual director retainer | $1,000 | All non‑employee directors |
| Chair cash retainer | $10,000 | Board Chair (legacy policy retained) |
| Committee chair cash retainer | $10,000 | Audit/Comp/Nominating chair roles |
Performance Compensation (Equity Metrics)
| Metric | Structure | Detail |
|---|---|---|
| Equity type | Stock options | Time-based vesting; no performance metrics for directors |
| Grant cadence | Initial + annual re‑election grants | 50,000 (initial, 3‑yr monthly vest); 25,000 (annual, vests by next annual meeting/1yr) |
| Valuation | Grant-date fair value reported | FY2024 director option grant fair value for Lawler: $72,106 |
Governance Assessment
- Strengths: Independent Chair with separation from CEO; Board determined Lawler is independent; established related‑party review process requiring recusal and Audit Committee approval; clawback and insider trading/anti‑hedging policies in place; all directors met ≥75% attendance in FY2024 .
- Alignment: Significant personal ownership (29.4%) via direct holdings, GRATs, and options supports strong “skin‑in‑the‑game” alignment .
- Compensation mix: Cash fees intentionally minimal to preserve cash; increased reliance on equity options with time‑based vesting; Pearl Meyer review identified below‑market pay, prompting enhanced option grants rather than cash—signals capital discipline but increases dilution risk .
- Interlocks/Influence: Cross‑support voting agreements between Lawler and English; financing relationships involving director‑affiliated funds (22NW; JFL) including loan facility and private placements—require ongoing scrutiny for independence and fair dealing .
RED FLAGS
- Concentrated control risk: If lock‑up removal is approved, English becomes controlling stockholder; ANEB may become a “controlled company” under Nasdaq, potentially availing governance exemptions; perception of conflicts may pressure valuation .
- Related‑party exposure: Loan agreement with JFL (Lawler’s firm) and 22NW; repeated capital transactions with 22NW—ensure strict adherence to related‑party policy, recusal, and fairness evaluations .
- Cross‑support agreements: Mutual commitments by Lawler/English to vote for each other’s Board seats contingent on ≥10% ownership can entrench board composition independent of broader stockholder preference .