Steven Kelly
About Steven Kelly
Steven Kelly, age 59 as of November 8, 2024, is an independent director of Artelo Biosciences (appointed May 2, 2017). He has 30+ years in biopharma and is currently CEO of Carisma Therapeutics (NASDAQ: CARM). Education: BS, University of Oregon; MBA, Cornell University. Independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carisma Therapeutics (NASDAQ: CARM) | Chief Executive Officer | Current | Oncology immunotherapy; CAR macrophage platform leadership |
| KellyBioConsulting, LLC | Principal | 2012–2018 | Strategic consulting to life sciences |
| Pinteon Therapeutics | Founding CEO | Not disclosed | Early-stage oncology/CNS development |
| Theracrine | CEO | Not disclosed | Leadership in biotech operations |
| BioVex | Chief Commercial Officer | Not disclosed | Commercial leadership |
| Innovive Pharmaceuticals | CEO | Not disclosed | Oncology company leadership |
| Sanofi; IDEC Pharmaceuticals; Amgen | Commercial/manufacturing roles | Not disclosed | Major-cap biopharma experience |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Carisma Therapeutics (NASDAQ: CARM) | Chief Executive Officer | Public | Disruptive CAR macrophage oncology platform |
- No related-party transactions disclosed between Artelo and entities associated with Steven Kelly.
- Hedging/pledging of company stock is prohibited by Artelo’s insider trading policy (alignment positive).
Board Governance
| Governance Attribute | Detail |
|---|---|
| Board independence | 6 of 7 directors independent; Kelly is independent per Nasdaq rules |
| Committee memberships | Compensation Committee (Chair); Audit Committee (Member) |
| Other committees | Not on Corporate Governance & Nominating Committee |
| Attendance | Each director attended at least 75% of Board and applicable committee meetings in FY2023 |
| Meetings held (FY2023) | Board: 5; Audit: 4; Compensation: 6; Corporate Gov & Nominating: 4 |
| Chair/lead independent director | Independent Chair (Connie Matsui); no lead independent director needed |
| Executive sessions | Independent directors meet at least quarterly in executive session |
Fixed Compensation
| Component | Policy Rate | Notes |
|---|---|---|
| Non-employee director annual cash retainer | $40,000 | Policy adopted August 2023 |
| Board chair (additional) | $25,000 | Not applicable to Kelly |
| Audit chair/member (additional) | $15,000 chair; $7,500 member | Kelly is Audit member |
| Compensation chair/member (additional) | $12,000 chair; $5,000 member | Kelly is Compensation chair |
| Corp Gov & Nominating chair/member (additional) | $8,000 chair; $4,000 member | Not applicable to Kelly |
| Annual cash cap (director) | $750,000 | Aggregate cash + equity cap per fiscal year |
| Fiscal Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2022 | $49,500 |
| 2023 | $54,500 |
Performance Compensation
| Component | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|
| Stock options (FY2022) | $3,044 | Annual director option award; vest on earlier of 1-year anniversary or day prior to next annual meeting |
| Stock options (FY2023) | $2,905 | Same vesting terms per outside director policy |
| Initial option award (new directors) | Not applicable (Kelly joined in 2017) | Policy grants 3,500 options vesting in 3 equal annual tranches for new directors |
| Change-of-control treatment (2018 Plan) | N/A (plan-level) | Non-employee director awards fully vest; performance goals deemed achieved at 100% |
Director performance metrics tied to compensation: Not disclosed for directors (program is cash retainers plus option awards per policy; no director-specific performance metrics).
Other Directorships & Interlocks
- Current: CEO at Carisma Therapeutics (NASDAQ: CARM); no Artelo-reported interlocks with suppliers, customers, or competitors.
Expertise & Qualifications
- Industry experience: Extensive biopharma leadership across oncology and CNS, including executive roles at public and private companies.
- Education: BS (University of Oregon); MBA (Cornell).
- Governance: Chair of Compensation Committee; Audit Committee member; independent under Nasdaq.
- Risk oversight: Audit Committee engages quarterly on risk topics; Compensation Committee oversees compensation-related risk.
Equity Ownership
| Metric | As of Nov 8, 2024 | As of Jul 25, 2025 |
|---|---|---|
| Shares held (direct) | 834 | 139 |
| Options exercisable within 60 days | 0 | 1,240 |
| Total beneficial ownership (shares + options within 60 days) | 834 (less than 1%) | 1,379 (less than 1%) |
| Shares outstanding (context) | 3,227,700 | 704,425 |
| Hedging/pledging | Prohibited by policy | |
| Section 16 compliance (FY2023) | All directors/officers timely filed |
Governance Assessment
- Committee influence and expertise: As Compensation Committee Chair and Audit Committee member, Kelly has direct oversight of pay design and financial reporting; this supports board effectiveness and investor confidence.
- Attendance and engagement: FY2023 attendance at least 75% for each director; Board and committees met regularly (Board 5; Audit 4; Compensation 6). Adequate cadence and engagement.
- Independence and conflicts: Independence affirmed; Related person transactions section reports none, reducing conflict risk.
- Ownership alignment: Beneficial ownership is de minimis (<1%); however, option grants and anti-hedging/anti-pledging policy partially support alignment; absence of director stock ownership guidelines disclosure is a gap.
- Compensation structure: Clear, modest cash retainers and annual option awards under a capped program; change-of-control full vesting for directors is standard but investors may monitor for potential misalignment in event-driven scenarios.
RED FLAGS
- Very low personal share ownership (<1%) may be viewed as weak “skin in the game” absent disclosed ownership guidelines.
- Change-of-control acceleration for director equity is plan-standard but can raise optics concerns; monitor usage and event timing.
POSITIVE SIGNALS
- No related-party transactions; independent status; quarterly executive sessions; active compensation and audit oversight.
Contextual governance environment
- Special Meeting (Aug 28, 2025) approved a substantial increase in authorized common stock and ratified auditors; preferred authorization expansion was not approved—investors may infer sensitivity to dilution and capital structure changes.
