Nathaniel Calloway
About Nathaniel Calloway
Dr. Nathaniel Calloway (age 42) has served on Anebulo’s Board since October 2022. He is an analyst and partner at 22NW, LP, leading biotechnology, pharmaceutical and other healthcare investments, and previously served as Associate Director of Healthcare Research at Edison Group. He holds a PhD in Chemistry and Chemical Biology (Cornell), an MS in Chemistry (Columbia), and completed a neuroscience post‑doc at Weill Cornell Medical School; he has 10 scientific publications spanning physical chemistry, biochemistry, and neuroscience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 22NW, LP | Analyst and Partner; lead for biotech/pharma/healthcare investments (incl. Anebulo) | Jun 2021–present | Affiliation is the basis for Anebulo’s Board deeming him not independent due to 22NW’s stock ownership . |
| Edison Group | Associate Director of Healthcare Research | Dec 2015–Jun 2021 | Research leadership across biotech and healthcare . |
| Weill Cornell Medical School | Post‑doctoral neuroscience | Prior to 2015 | Academic research background . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Lifecore Biomedical, Inc. (Nasdaq: LFCR) | Director | Jan 2023–Aug 2024 | Medical CDMO board service . |
Board Governance
- Independence status: Not independent. The Board determined Dr. Calloway is not independent under Nasdaq standards due to 22NW Fund LP’s stock ownership in Anebulo .
- Board leadership: Independent Chair (Dr. Joseph F. Lawler); CEO and Chair roles are separated .
- Committees and roles:
- FY 2024: Member, Compensation Committee .
- FY 2025: No longer serves on the Compensation Committee (committee refreshed) .
- Attendance and engagement: Board met 4 times in FY 2024; each director attended at least 75% of applicable Board and committee meetings .
- Declassification initiative: Board is seeking to declassify and move to annual elections (accountability‑enhancing governance change) .
Fixed Compensation (Director)
| Element | FY 2024 Value | Notes |
|---|---|---|
| Cash retainer | $1,000 | Paid under non‑employee director cash policy . |
| Option awards (grant‑date fair value) | $66,263 | Equity component; accounting grant‑date fair value (ASC 718) . |
| Total | $67,263 | Sum of cash and option award value . |
Policy context:
- Cash policy retained at low levels to conserve cash; $1,000 annual base retainer; additional chair/member retainers authorized but the Board retained prior low cash approach despite consultant recommendations .
- Equity policy updated June 13, 2024: initial option grant 50,000 shares upon appointment (3‑year monthly vesting) and 25,000 options upon re‑election (vest to next annual meeting). Board also issued catch‑up and pro‑rated 2024 grants (e.g., 25,000 and 16,667 options, plus an aggregate 19,194 “catch‑up” options allocated by roles) .
Performance Compensation (Director)
- Structure: Non‑employee director pay is primarily time‑based stock options; no director‑level performance metrics (e.g., TSR, revenue, ESG) are disclosed for director equity .
- Anticipated FY 2025 annual director grants (aggregate 38,385 options) include an allocation of 3,309 options to Dr. Calloway upon the 2025 annual meeting (time‑based vesting per policy) .
| Performance Metric | Plan Design for Directors |
|---|---|
| Financial/operational KPIs (TSR, revenue, EBITDA, ESG) | None disclosed for director equity awards; awards are time‑based options . |
Other Directorships & Interlocks
- Current public boards: None disclosed (prior Lifecore service ended Aug 2024) .
- Interlocks/affiliations:
- 22NW, LP is a significant—and now controlling—stockholder; Aron English (22NW) is also a director. The December 2024 private placement increased 22NW/English’s beneficial ownership above prior largest holder, leading Nasdaq to deem a change of control and requiring a lock‑up and subsequent stockholder ratification to regain compliance .
- Related financing: Loan agreements with 22NW and JFL (affiliated with directors English and Lawler) were in place; amended February 10, 2025 (no balance outstanding as of Feb 14, 2025) .
Expertise & Qualifications
- Scientific and analytical credentials: PhD in Chemistry/Chemical Biology (Cornell), MS (Columbia), neuroscience post‑doc (Weill Cornell); 10 scientific publications .
- Investment expertise: Leads biotech/pharma/healthcare investments at 22NW; prior healthcare equity research leadership (Edison Group) .
Equity Ownership
| Ownership Detail (Record Date: Feb 14, 2025) | Amount |
|---|---|
| Beneficial ownership (shares) | 58,224 (options exercisable within 60 days) . |
| % of outstanding | <1% . |
| Options outstanding (as of 6/30/2024) | 102,471 options outstanding (non‑employee director) . |
| Pledged shares | Company hedging/pledging prohibitions apply; no pledges disclosed for Calloway . |
Governance Assessment
-
Strengths
- Relevant domain and investment expertise (biotech, capital markets) valuable to a clinical‑stage biotech board .
- Committee refresh: Removal from Compensation Committee in FY 2025 improves formal committee independence optics given 22NW affiliation .
- Board pursuing declassification to annual elections, aligning with investor governance preferences .
- Attendance at or above 75% threshold in FY 2024 indicates baseline engagement .
-
Concerns and RED FLAGS
- Independence/conflict: Board expressly deems Dr. Calloway not independent due to 22NW’s ownership; 22NW/English became controlling following Dec 2024 financing, with the company acknowledging potential “controlled company” status and associated governance exemptions (risk of reduced minority investor protections) .
- Related‑party exposure: Multiple transactions with 22NW and JFL (private placement; loan agreements), plus support agreements effectively ensuring approval of removal of lock‑up restrictions; these heighten perceived conflicts and control risk .
- Concentration of control: If lock‑up restrictions are removed, English (22NW) will have voting control (~51%), allowing unilateral influence on elections, compensation, and strategic actions; the company notes this could adversely impact trading price perceptions and governance balance .
-
Director compensation alignment
- Mix skews to equity (options), aligning with shareholder outcomes, though director equity is time‑based rather than performance‑conditioned; FY 2024 total comp for Calloway was modest ($67k), with equity the majority .
Additional Reference Details
Committee Service (Snapshot)
| Committee | FY 2024 Role | FY 2025 Update |
|---|---|---|
| Compensation | Member | No longer serves (refresh) . |
| Audit | Not listed as member | N/A (Audit members: Shah—Chair, Aryeh, Lin) . |
| Nominating & Corporate Governance | Not listed as member | N/A (N&CG members: Aryeh—Chair, Kupchyk) . |
Director Compensation Policy Highlights
- Cash retainers: $1,000 annual base; additional chair/member retainers authorized (e.g., $30,000 Chair of Board; $15,000 Audit Chair; $10,000 Comp Chair; $8,000 N&CG Chair; $7,500/$5,000/$4,000 for Audit/Comp/N&CG members), though the Board retained the prior low cash structure to preserve cash .
- Equity: 50,000 initial options upon appointment (3‑year monthly vesting); 25,000 options upon re‑election (vest to next annual meeting). Additional catch‑up/pro‑rated grants in 2024 and an ongoing annual aggregate grant program beginning at the 2025 AGM, with 3,309 options allocated to Dr. Calloway from the aggregate 38,385‑share pool .
Section 16 Compliance
- The company reports compliance with Section 16(a) in FY 2024 for officers/directors, except a Form 4 filing event related to English/22NW; no exceptions noted for Dr. Calloway .
Related‑Party Transactions (Context)
- Dec 2024 private placement: 15,151,514 shares at $0.99; 22NW purchased 10,101,010 shares; Nasdaq deemed change of control—lock‑up imposed pending stockholder approval to regain compliance .
- Loan arrangements with 22NW and JFL (amended Feb 10, 2025): Max $3M, 0.25% interest, equity consideration tied to advances; no outstanding balance as of Feb 14, 2025 .