Lawrence Remmel
ATOSSA THERAPEUTICSAbout H. Lawrence Remmel
Lead Independent Director of Atossa Therapeutics (ATOS) since 2024; independent director since February 2012. Age 73; partner at Pryor Cashman LLP (New York), chairing the Banking & Finance practice; JD, Washington & Lee University School of Law (1979); BA, Princeton University (1975); admitted to NY bar in 1980. Current doctoral candidate (Graduate School of Life Sciences, University of Utrecht) focused on novel diagnostics and therapies for early-stage breast cancer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pryor Cashman LLP | Partner; Chair, Banking & Finance practice | 1988–present | Corporate and banking financings; Investment Company Act issues; IP/licensing, notably biotech/biocosmeceuticals |
| Reboul, MacMurray, Hewitt, Maynard & Kristol | Associate | 1984–1988 | Corporate/finance legal practice |
| Carter, Ledyard & Milburn | Associate | 1979–1984 | Corporate legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CytoDel, Inc. | Director | Feb 2018–present | Early-stage biopharma (bio-defense, neuronal drug delivery, musculoskeletal/aesthetic) |
| Aufbau Holdings Limited (Ireland) | Director | Mar 2019–present | Developing therapeutics in ophthalmology and other areas |
Board Governance
- Board leadership: Combined Chair/CEO; independent directors appointed Remmel as Lead Independent Director (LID) to strengthen oversight .
- LID responsibilities: presides at meetings without Chair; approves board information, agendas, schedules; liaison between Chair and independents; available for shareholder consultation; can call executive sessions .
- Independence: Board determined all current directors except CEO (Quay) and Chen are independent under Nasdaq rules; all members of Audit, Compensation, and Nominating committees meet heightened independence standards .
- Attendance: Board met 7 times in 2024; each director attended at least 95% of Board and committee meetings during their service period .
- Committee assignments and activity:
- Audit Committee: Member; met 7 times in 2024; Steinhart is Chair; all members financially literate; Steinhart is audit committee financial expert .
- Compensation Committee: Chair; met 4 times in 2024; engaged Aon Consulting as independent compensation consultant .
- Nominating & Governance Committee: Member; met 2 times in 2024 .
| Committee | Role | 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit | Member | 7 | Independent; financially literate (committee standard) |
| Compensation | Chair | 4 | Independent; used Aon Consulting for advice |
| Nominating & Governance | Member | 2 | Independent |
Fixed Compensation
- Structure (non-employee directors, May 2024–May 2025):
- Initial cash fee: $50,000 upon joining the Board
- Annual Board cash retainer: $50,000
- Annual option grant: 125,000 options; vests quarterly over one year (time-based); subject to continued service
- Lead Independent Director: +$30,000 cash annually
- Committee fees: Audit Chair $20,000; Audit member $15,000; Compensation Chair $15,000; Compensation/Nominating member $10,000; paid quarterly in cash
- Expense reimbursement policy for graduate coursework disclosed; none reimbursed in 2024
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Non-employee directors |
| LID retainer (cash) | $30,000 | Additional for Lead Independent Director |
| Committee Chair fees (cash) | $20,000 (Audit), $15,000 (Comp, NomGov) | Paid quarterly |
| Committee member fees (cash) | $15,000 (Audit), $10,000 (Comp, NomGov) | Paid quarterly |
| Annual equity grant | 125,000 options | Vests quarterly over one year |
- 2024 Director Compensation (Remmel): | Name | Fees Earned (Cash) | Option Awards (Fair Value) | Options (Shares) | All Other Comp | Total | Outstanding Option Awards (12/31/24) | |---|---:|---:|---:|---:|---:|---:| | H. Lawrence Remmel, Esq. | $105,000 | $101,842 | 125,000 | $0 | $206,842 | — |
Note: Pursuant to Pryor Cashman policies, Remmel’s director compensation (other than expense reimbursement) is paid to the firm; option grant is assigned to Pryor Cashman .
Performance Compensation
- Equity awards: Non-employee directors receive annual stock options (125,000) vesting quarterly over one year (time-based). No performance-conditional metrics disclosed for director equity; grants are service-vesting only . | Metric | Structure | Vesting | 2024 Grant (Remmel) | |---|---|---|---| | Annual director options | Stock options | Quarterly over 1 year (service-based) | 125,000 options; grant fair value $101,842 (ASC 718) |
Other Directorships & Interlocks
- No compensation committee interlocks: None of Atossa’s Compensation Committee members served as officers of Atossa, and none of Atossa’s executive officers served on another entity’s board or compensation committee with reciprocal overlap in 2024 .
- Public company boards: None disclosed for Remmel; roles disclosed at private/early-stage companies (CytoDel, Aufbau) .
Expertise & Qualifications
- Legal and financing expertise: decades of corporate and banking financings; Investment Company Act and IP/licensing experience, including biotech; chairs major law firm practice group .
- Academic and life sciences engagement: doctoral candidate focusing on breast cancer diagnostics/therapies—directly relevant to Atossa’s domain .
- Governance leadership: Lead Independent Director responsibilities emphasize board information control, agendas, executive sessions, and shareholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| H. Lawrence Remmel, Esq. | 257 | <1% | Disclaims 11 shares held by spouse ; option grant assigned to Pryor Cashman (not beneficially owned) |
Policies:
- Hedging/pledging: Directors, officers, and certain employees are prohibited from short sales; buying/selling derivatives; using Company stock as margin collateral; and pledging Company stock without Audit Committee approval; short-term trading restrictions apply .
- Clawback: Incentive compensation clawback policy aligned with Nasdaq Listing Standard 5608 and SEC Rule 10D-1 for restatements; recovery on a reasonably prompt basis of excess incentive-based compensation in prior three fiscal years .
Governance Assessment
Strengths
- Independent leadership: Serves as Lead Independent Director with robust powers over agendas, information flow, executive sessions, and shareholder engagement; enhances oversight under combined Chair/CEO structure .
- Committee influence: Chairs Compensation Committee; sits on Audit and Nominating & Governance; all committees meet heightened independence standards; comp committee engaged independent consultant (Aon) in 2024 .
- Attendance and engagement: ≥95% attendance across Board and committees; Audit (7), Compensation (4), Nominating (2) meetings in 2024; signals active participation .
- Independence: Board affirmatively determined Remmel is independent; independent-only committee composition .
Risks and RED FLAGS
- Low personal share ownership: Beneficial ownership of 257 shares; option grants assigned to law firm and not beneficially owned; potential “skin-in-the-game” shortfall affecting alignment with outside shareholders .
- Law firm compensation routing: Director cash and option compensation paid/assigned to Pryor Cashman per firm policy—while no related-party transactions were disclosed since Jan 1, 2023, compensation routed to employer may raise perception risk on independence if the firm were engaged by Atossa in the future (none disclosed) .
- Time commitments: Multiple external directorships at early-stage biopharma/therapeutics (CytoDel, Aufbau) could present bandwidth considerations, though attendance data mitigates this concern .
Other Observations
- No related-party transactions involving Remmel or his affiliates were disclosed since Jan 1, 2023; standard review process by independent directors for any related-party transactions .
- No compensation committee interlocks were reported for the prior three years .
- Insider trading policy prohibits hedging/pledging absent committee approval and discourages short-term trading, supporting alignment safeguards .
Fixed Compensation (Detail)
| Element | Amount | Timing/Terms |
|---|---|---|
| Initial Board cash fee | $50,000 | Upon joining |
| Annual Board cash retainer | $50,000 | Paid quarterly |
| Lead Independent Director cash | $30,000 | Annual; paid quarterly |
| Audit Committee Chair | $20,000 | Annual; paid quarterly |
| Audit Committee Member | $15,000 | Annual; paid quarterly |
| Compensation/Nominating Chair | $15,000 | Annual; paid quarterly |
| Compensation/Nominating Member | $10,000 | Annual; paid quarterly |
Performance Compensation (Detail)
| Equity | Grant Value (ASC 718) | Quantity | Vesting | Holder/Assignment |
|---|---|---|---|---|
| 2024 Director Option Grant | $101,842 (Remmel) | 125,000 | Quarterly over one year (service-based) | Assigned to Pryor Cashman (firm policy) |
Other Directorships & Interlocks (Detail)
| Company | Type | Role | Start Date |
|---|---|---|---|
| CytoDel, Inc. | Private biopharma | Director | Feb 2018 |
| Aufbau Holdings Limited | Private therapeutics | Director | Mar 2019 |
Equity Ownership (Detail)
| Item | Value | Notes |
|---|---|---|
| Shares owned (direct) | 257 | Disclaims spouse’s 11 shares |
| % of outstanding | <1% | 129,170,004 shares outstanding (Record Date: Mar 20, 2025) |
| Options beneficially owned | — | Outstanding option awards column shows none for Remmel; option grant assigned to firm |
| Hedging/pledging | Prohibited (with limited approval) | Policy covers shorts, derivatives, margin, pledging; requires Audit Committee approval to pledge |
Governance Assessment (Implications for Investors)
- Board effectiveness appears strong given Remmel’s LID role, multi-committee leadership, high attendance, and use of an independent compensation consultant—supportive of oversight quality in a single-chair/CEO structure .
- Alignment risk stems from minimal direct share ownership and firm-assigned equity; investors may prefer increased personal holdings to strengthen pay-for-performance alignment for a key independent leader .
- No disclosed related-party transactions mitigate conflict risk; continued monitoring warranted due to law firm affiliation and compensation routing to Pryor Cashman .
- Policies on hedging/pledging and clawbacks provide governance safeguards that support investor confidence .