Lawrence Steinman
About Lawrence Steinman
Lawrence Steinman, M.D., age 77, is a Class I director of 180 Life Sciences (ATNF). He has served on the board since November 2020; he was Executive Co‑Chairman from the SPAC closing in Nov 2020 to March 2024 and Executive Chairman from March 2024 to May 2024. He is the George A. Zimmermann Endowed Chair in Neurology at Stanford; education includes BA (Physics, Dartmouth, 1968) and MD (Harvard, 1973), with a fellowship at the Weizmann Institute (1974–1977). He is a member of the National Academy of Medicine and National Academy of Sciences and has received major awards (e.g., Charcot Prize 2011). The board intends to nominate him for re‑election as a Class I director at the July 24, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 180 Life Sciences (ATNF) | Executive Co‑Chairman | Nov 2020 – Mar 2024 | Led strategy; primary scientific responsibility for α7nAChR platform . |
| 180 Life Sciences (ATNF) | Executive Chairman | Mar 2024 – May 2024 | Transitioned to non‑executive thereafter . |
| 180 Life Sciences (ATNF pre‑merger “180”) | Co‑Chairman | Apr 2019 – Nov 2020 | Pre‑SPAC leadership . |
| Centocor Biotech, Inc. | Director | 1989 – 1998 | Board service . |
| Neurocine Biosciences | Director | 1997 – 2005 | Board service . |
| Atreca | Director | 2010 – 2019 | Board service . |
| Tolerion, Inc. | Director | 2013 – 2020 | Board service . |
| Alpha5 Integrin | Director | Nov 2020 – Jun 2022 | Board service . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioAtla, Inc. (NASDAQ: BCAB) | Director | Jul 2020 – Present | Compensation Committee; Nominating & Corporate Governance Committee . |
| Pasithea Therapeutics Corp. (NASDAQ: KTTA) | Director | Aug 2020 – Present | Board service . |
| Stanford University | George A. Zimmermann Endowed Chair, Neurology | Ongoing | Prior Chair, Interdepartmental Program in Immunology (2003–2011) . |
Board Governance
- Structure and tenure: ATNF has a classified board in two classes; Dr. Steinman is a Class I director with term expiring at the 2025 annual meeting; Class I nominees (including Dr. Steinman) are proposed to serve until 2027 if re‑elected .
- Committee assignments (current): No committee assignments listed for Dr. Steinman. Audit Committee: Shoemaker (Chair), Smith (Member). Compensation Committee: Smith (Chair), Shoemaker (Member). Nominating & Corporate Governance: Smith (Chair), Shoemaker (Member). Strategy & Alternatives, Risk, Safety & Regulatory: Jordan (Chair), Shoemaker (Member), Smith (Member) .
- Independence: Audit/Comp/Nominating committees are composed solely of independent directors; Dr. Steinman is not currently on these committees. The proxy does not explicitly label his director independence status .
- Attendance and engagement: In FY2024 the Board held 30 meetings; each director attended at least 75% of board and committee meetings, and all directors attended the 2024 annual meeting. Independent directors meet in executive session from time to time. Ryan Smith was appointed Lead Independent Director on Feb 4, 2025 .
- Board risk oversight: Roles of each committee in risk oversight described; no current Chairman of the Board .
Fixed Compensation
| Component | Amount/Terms | Effective Date/Period |
|---|---|---|
| Annual board retainer (non‑executive directors) | $50,000 per year | Set May 7, 2024 . |
| Committee Chair fee | $15,000 per year (only one additional payment even if chairing multiple committees) | Set May 7, 2024 . |
| Strategy & Alternatives Committee member fee | $25,000 per year; later eliminated | Eliminated Oct 24, 2024 . |
| Lead Independent Director fee | +$20,000 per year | Effective Feb 4, 2025 (applies to Ryan Smith) . |
| Dr. Steinman – FY2024 director fees actually paid | $30,000 | FY2024 director compensation table . |
Notes:
- Dr. Steinman has no disclosed meeting fees; directors may elect half cash/half stock for certain appointments (options varied by individual), but the standing policy above applies from May 7, 2024 .
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise/Price | Vesting | Expiration/Term | Notes |
|---|---|---|---|---|---|---|
| Stock Options (2025 Plan) | Jun 17, 2025 | 110,000 options | $0.9290 | 50% at 6 months; 50% at 12 months | 10‑year term | Subject to shareholder approval; if 2025 Plan not approved within 12 months, options to be unwound . |
| Restricted Stock (2022 Plan) | Jun 17, 2025 | 44,959 shares | N/A | 50% at 6 months; 50% at 12 months | N/A | Board‑approved grants to directors (including Dr. Steinman) . |
- FY2024 equity awards to Dr. Steinman: none disclosed; his FY2024 director compensation shows $0 stock and $0 option awards .
- Performance metrics: No performance‑conditioned metrics disclosed for director equity; vesting is time‑based, not TSR/EBITDA/revenue‑based .
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Potential Interlock with ATNF |
|---|---|---|---|---|
| BioAtla, Inc. | BCAB | Director | Compensation; Nominating & Corporate Governance | None disclosed with ATNF customers/suppliers . |
| Pasithea Therapeutics | KTTA | Director | Not disclosed | None disclosed . |
The proxy states other current public boards for directors; for Dr. Steinman, these are BioAtla and Pasithea. No interlocking relationships requiring disclosure under SEC rules are identified for Compensation Committee members; Dr. Steinman is not on ATNF’s Compensation Committee .
Expertise & Qualifications
- Distinguished physician‑scientist in neuroimmunology; led development of therapeutics; primary scientific responsibility for ATNF’s α7nAChR platform during prior executive tenure .
- Recognitions include the John Dystel Prize (2004), Charcot Prize (2011), Anthony Cerami Award (2015), and 2023 Pioneer in Medicine; honorary PhDs (Hasselt University, 2008; University of Buenos Aires, 2022) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Common Stock | Notes |
|---|---|---|---|
| Lawrence Steinman | 113,347 | 1.9% | As of record date; 6,039,208 shares outstanding . |
Additional equity alignment items:
- 2025 equity grants: 110,000 options @ $0.9290 (10‑year term; time‑based vesting) and 44,959 restricted shares (time‑based vesting). Options granted under 2025 Plan are subject to shareholder approval; if not approved, options are to be unwound and canceled .
- Breakdown of vested vs. unvested as of grant: Awards vest 50% at 6 and 12 months post‑grant; the proxy does not provide a snapshot of vested/unvested as of a later date .
Employment & Contracts (Director‑Relevant)
| Agreement | Key Terms | Dates/Status |
|---|---|---|
| Consulting Agreement (initially as Executive Chairman) | $225,000 per year; one‑time $43,750 catch‑up; 25% salary reduction effective Mar 1, 2022 accrued to funding date; non‑compete during term; 12‑month post‑termination non‑solicit; term auto‑renewal mechanics tied to board role/α7nAChR responsibility | Effective Nov 1, 2021; current term through Nov 1, 2025 unless earlier termination; auto‑renewals per conditions . |
| Third & Fourth Amendments | Jan 1, 2024 salary reduced 100% to $0 with accrual to be paid on a “Funding Date” (if by Mar 15, 2025; else forgiven). On May 7, 2024, Dr. Steinman waived/forgave all accrued amounts and set future consulting compensation to $0; while on board, to receive standard non‑executive director compensation | Jan 1, 2024; May 7, 2024 . |
Implication: Historical consulting relationship is now zero‑pay; however, an active consulting agreement framework remains referenced in the proxy, which the Audit Committee would assess under related‑party policies if transactions arise .
Director Compensation (FY2024 actuals)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Lawrence Steinman | 30,000 | – | – | – | 30,000 |
| Ryan Smith | 48,334 | – | – | – | 48,334 |
Policy context: From May 7, 2024, non‑executive director compensation set at $50,000 retainer; chair stipends as noted; Strategy & Alternatives committee compensation later eliminated; Lead Independent Director receives an additional $20,000 (Smith) .
Signals, Risks, and Related‑Party Considerations
- Independence and committee roles: Dr. Steinman is not on the Audit/Comp/Nominating committees (independent‑only), and the proxy does not explicitly state his independence status—investors may scrutinize independence given his historical consulting role even though compensation is $0 since May 2024 .
- Attendance/engagement: Governance‑positive—board met 30 times in 2024; all directors ≥75% attendance; full attendance at 2024 annual meeting .
- Equity grants pre‑approval: June 17, 2025 options were granted under the 2025 Plan before shareholder approval; if Proposal 3 is not approved within 12 months, those options are to be unwound (risk of perceived pay uncertainty). Restricted stock grants were under the 2022 plan .
- Related‑party policy: Audit Committee oversees and must approve any related‑party transactions, considering fairness, business rationale, and independence impact .
RED FLAGS
- Historical consulting agreement (now $0) with ongoing reference through Nov 1, 2025 could be viewed as an independence sensitivity; lack of explicit independence designation, combined with absence from independent committees, may weigh on perceptions of board independence for this director .
- Pre‑approval option grants contingent on a shareholder vote may be viewed as governance‑aggressive, though common for small‑cap issuers; failure of approval would cancel options .
Governance Assessment
- Strengths: Deep scientific expertise relevant to ATNF’s pipeline; high board meeting cadence with strong attendance; transition from paid executive/consultant role to standard director pay reflects a move toward alignment; modest FY2024 director cash compensation; explicit related‑party oversight policy .
- Watch items: Independence optics due to ongoing consulting agreement framework (even at $0); no current committee role for Steinman reduces direct involvement in financial oversight/compensation governance; reliance on future shareholder approval for 2025 option grants .
- Alignment: Beneficial ownership of 113,347 shares (1.9%); June 2025 grants add at‑risk equity, vesting over 6/12 months (time‑based) .