Jonathan Finn
ATOSSA THERAPEUTICSAbout Jonathan F. Finn
Jonathan F. Finn, C.F.A., age 51, has served as an independent director of Atossa Therapeutics since November 2023. He is Executive Vice President and Chief Investment Officer at Vantage Consulting Group (since 2005; with the firm since 1995), and Founding Partner of Scientia Ventures (since 2006). He holds a B.A. in Economics from the University of Virginia and the Chartered Financial Analyst designation; he was selected for Atossa’s Board for his investment strategy expertise in biotechnology and life sciences sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lindner Family of Mutual Funds | Co-Manager, Small Cap and Asset Allocation funds | 2000–2001 | Portfolio management responsibility |
External Roles
| Organization | Role | Tenure | Scope/Focus |
|---|---|---|---|
| Vantage Consulting Group | Executive Vice President & Chief Investment Officer | 2005–present; with firm since 1995 | Directs investment strategy, asset allocation, manager selection, and portfolio construction |
| Scientia Ventures | Founding Partner | 2006–present | VC investing in computational biology/chemistry, digitization of medicine, digital therapies, and drug development |
| Verigraft AB | Director | Current | Regenerative medicine venture board role |
| Rose Pharma LLC | Director | Current | Specialty pain company board role |
| Solör Bioenergy Holdings AB | Director | Current | Bioenergy business board role |
Board Governance
- Independence: The Board determined all directors other than Quay and Chen are independent under Nasdaq rules; Finn is independent .
- Attendance: In fiscal 2024, the Board met seven times; each director attended at least 95% of Board and committee meetings. All directors attended the 2024 annual meeting virtually/telephonically except Steinhart .
- Committee memberships and activity:
- Audit Committee member; Chair: Richard I. Steinhart; the committee met seven times in 2024; all members satisfy heightened independence and are financially literate .
- Nominating & Governance Committee member; Chair: Stephen J. Galli; the committee met two times in 2024; all members independent .
- Not a member of the Compensation Committee (Chair: H. Lawrence Remmel; met four times; all members independent; engaged Aon as compensation consultant in 2024) .
| Committee | Finn’s Role | Chair | FY2024 Meetings | Independence/Qualifications |
|---|---|---|---|---|
| Audit | Member | Steinhart | 7 | All members meet heightened independence; financially literate |
| Nominating & Governance | Member | Galli | 2 | All members independent |
| Compensation | Not a member | Remmel | 4 | All members meet heightened independence; used Aon consultant |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Option Awards (Grant-Date Fair Value) | Option Awards (# Shares) | All Other Compensation | Total | Outstanding Option Awards |
|---|---|---|---|---|---|---|
| 2024 | $70,000 | $101,842 | 125,000 | $0 | $171,842 | 187,500 |
| Director Fee Schedule (Non-Employee) | Amount | Notes |
|---|---|---|
| Initial joining fee | $50,000 cash | Paid upon joining Board |
| Annual Board retainer | $50,000 cash | Paid annually |
| Annual equity grant | Options for 125,000 shares | Vests quarterly over one year |
| Lead Independent Director | $30,000 cash | Annual; not applicable to Finn |
| Audit Committee | Chair $20,000; Member $15,000 cash | Paid quarterly |
| Compensation Committee | Chair $15,000; Member $10,000 cash | Paid quarterly |
| Nominating & Governance Committee | Chair $15,000; Member $10,000 cash | Paid quarterly |
Performance Compensation
| Component | 2024 Detail | Performance Metrics Tied |
|---|---|---|
| Annual option grant | 125,000 options; vests quarterly over one year | None disclosed for non-employee director equity; time-based vesting only |
- Hedging/Pledging: Directors are prohibited from short sales, derivatives (puts/calls), margin collateral; pledging Company securities requires Audit Committee approval. Short-term trading is restricted .
- Clawback: Company maintains an incentive compensation clawback policy compliant with Nasdaq Listing Standard 5608/Rule 10D-1 .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if any) | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Verigraft AB | Director | Not disclosed | No related-party transactions with Atossa since Jan 1, 2023 |
| Rose Pharma LLC | Director | Not disclosed | No related-party transactions with Atossa since Jan 1, 2023 |
| Solör Bioenergy Holdings AB | Director | Not disclosed | No related-party transactions with Atossa since Jan 1, 2023 |
| Scientia Ventures | Founding Partner | Not disclosed | Company reviews/approves any related-party transactions via independent directors |
| Vantage Consulting Group | EVP & CIO | Not disclosed | Company reviews/approves any related-party transactions via independent directors |
- Compensation Committee Interlocks: None among Atossa’s Compensation Committee members in the prior three years .
Expertise & Qualifications
- Investment strategy and portfolio construction leadership in biotech/life sciences as CIO at Vantage; Founding Partner in life sciences-focused VC firm Scientia Ventures .
- Chartered Financial Analyst (C.F.A.) and B.A. in Economics (UVA) .
- Selected for Atossa’s Board given business executive background and sector familiarity .
Equity Ownership
| As-of Date | Total Beneficial Ownership | % of Class | Direct Common Shares | Options Exercisable ≤60 Days | Notes |
|---|---|---|---|---|---|
| March 17, 2025 | 150,000 shares | Less than 1% | 25,000 | 125,000 | Board prohibits hedging; pledging requires Audit Committee approval |
- Shares Outstanding reference: 129,170,004 shares of common stock as of March 20, 2025 .
- Vested vs Unvested: Not specifically disclosed for Finn; director options vest quarterly over one year following grant .
- Pledging/Hedging: Prohibited (with limited pledge exception requiring committee approval) .
Governance Assessment
- Independence and oversight: Finn is an independent director and serves on two key oversight committees—Audit and Nominating & Governance—both comprised solely of independent directors, enhancing board checks and controls .
- Engagement: Attendance was robust in 2024, with ≥95% participation across Board and committee meetings; Finn participated in the annual meeting alongside other directors (except one) .
- Pay mix and alignment: Director compensation combines modest cash retainers/committee fees with annual time-vested option grants; no director-specific performance metrics are tied to equity awards, signaling standard biotech small-cap director pay practices without TSR/operational targets .
- Conflicts/related-party safeguards: No related-party transactions since Jan 1, 2023; any such transactions require prior approval by independent directors and are reviewed for arm’s-length terms. Insider trading policy restricts hedging/derivatives and pledging without Audit Committee approval, mitigating alignment risks .
- Committee quality: Audit Committee met seven times in 2024; members meet heightened independence and financial literacy standards, with an identified audit committee financial expert as Chair, supporting strong financial oversight .
- Compensation governance: Compensation Committee used an independent consultant (Aon) in 2024; no interlocks reported in prior three years, reducing pay-setting conflicts risk .
RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging by Finn, or compensation interlocks. Monitor potential future conflicts given external investing/directorship roles in life sciences; the company’s related-party review and prohibitions reduce risk but ongoing oversight is prudent .