Richard Steinhart
ATOSSA THERAPEUTICSAbout Richard I. Steinhart
Independent director since March 2014; age 67; currently Senior Vice President and Chief Financial Officer (CFO) of BioXcel Therapeutics (since October 2017). Prior roles include CFO and senior finance leadership across biotechnology and medical device companies; holds B.B.A. and M.B.A. from Pace University. Designated by the Board as an “audit committee financial expert.” Tenure on ATOS Board: 11+ years (Class II director; term expires at 2026 Annual Meeting).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioXcel Therapeutics | Senior Vice President & Chief Financial Officer | Oct 2017–present | Public company CFO; cross-issuer finance oversight |
| Remedy Pharmaceuticals | Vice President & Chief Financial Officer | Oct 2015–Jun 2017 | Private pharma CFO |
| Independent consultant | Financial consultant, biotech/med device | Jan 2014–Oct 2015 | Transaction and finance advisory |
| MELA Sciences | Senior VP, CFO, Treasurer & Secretary | Apr 2006–Dec 2013 | Public company finance, governance |
| Forest St. Capital/SAE Ventures | Managing Director | 1992–2006 | Investment banking/VC, healthcare focus |
| Emisphere Technologies | Vice President & Chief Financial Officer | 1991–1992 | Public company CFO |
| CW Group Inc. | General Partner & Chief Financial Officer | Earlier career | Venture capital, medical tech focus |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Actinium Pharmaceuticals (ATNM) | Director; Audit Committee Chair | Since Nov 2013 | Audit Committee (Chair); Nominating & Governance Committee (Member) |
| BioXcel Therapeutics (BTAI) | Senior VP & CFO | Oct 2017–present | Executive management (finance) |
| Manhattan Pharmaceuticals (prior) | Director; Audit Committee Chair | 2004–2012 | Audit Committee (Chair) |
Board Governance
- Independence: The Board affirmatively determined all current directors other than Steven C. Quay and Shu‑Chih Chen are independent under Nasdaq rules; Steinhart is independent.
- Committees: Audit Committee Chair; Compensation Committee Member. Audit Committee met 7 times in fiscal 2024; Compensation Committee met 4 times in fiscal 2024.
- Attendance: Board met 7 times in fiscal 2024; each director attended at least 95% of Board and committee meetings. Steinhart did not attend the 2024 Annual Meeting; all other directors attended.
- Board structure: Combined CEO/Chair with Lead Independent Director; all key committees chaired by independent directors.
Fixed Compensation
| Component | Policy Terms (2024–2025) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 per non‑employee director | Paid quarterly |
| Audit Committee Chair fee (cash) | $20,000 | Paid quarterly |
| Compensation Committee member fee (cash) | $10,000 | Paid quarterly |
| Lead Independent Director fee (cash) | $30,000 | Not applicable to Steinhart |
| New director joining fee (cash) | $50,000 | Upon joining the Board |
| Year | Fees Earned/Paid in Cash (USD) | Citations |
|---|---|---|
| 2023 | $80,000 | |
| 2024 | $80,000 |
Performance Compensation
| Year | Option Awards – Grant Shares | Option Awards – Grant Date Fair Value (USD) | Vesting | Outstanding Option Awards (Dec 31) |
|---|---|---|---|---|
| 2023 | 125,000 | $66,169 | Annual grant; vests quarterly over 1 year | 364,926 |
| 2024 | 125,000 | $101,842 | Annual grant; vests quarterly over 1 year | 489,750 |
- Annual equity program: non‑employee directors receive options for 125,000 shares each year, vesting quarterly over one year. Strike set at fair market value on grant; no repricing without stockholder approval.
Other Directorships & Interlocks
| Company | Sector Overlap With ATOS | Potential Interlock Risk |
|---|---|---|
| Actinium Pharmaceuticals (ATNM) – Audit Chair | Oncology/radiopharma (distinct from ATOS’s endocrine oncology focus) | Governance interlock via audit oversight; no ATOS related‑party transactions disclosed. |
| BioXcel Therapeutics (BTAI) – CFO | CNS/AI‑driven therapeutic development (distinct) | Executive time commitments; no ATOS related‑party transactions disclosed. |
Expertise & Qualifications
- Financial expertise: Board determined Steinhart qualifies as an “audit committee financial expert”; all audit members financially literate.
- Education: B.B.A. and M.B.A. from Pace University.
- Industry experience: Three decades in biotech/med‑device finance; prior investment banking/VC roles.
Equity Ownership
| Metric | As of Mar 15, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Shares beneficially owned (number) | 364,750 (all options exercisable within 60 days) | 427,250 (all options exercisable within 60 days) |
| Percent of class | <1% (based on 125,469,405 shares, as converted) | <1% (based on 129,170,004 shares outstanding) |
| Pledged/hedged shares | None disclosed; company policy prohibits short sales, derivatives; pledging requires Audit Committee approval. |
Governance Assessment
- Strengths
- Audit Committee leadership and “financial expert” designation support robust oversight of financial reporting, internal controls, and auditor independence. Audit met 7 times in 2024.
- Clear independence and absence of related‑party transactions provide comfort on conflicts; explicit related‑party review process is overseen by independent directors.
- Director compensation structure ties a meaningful portion to equity via annual options that vest over the year, supporting alignment; no option repricing without stockholder approval.
- Company maintains insider‑trading, anti‑hedging/pledging, and clawback policies aligned with Nasdaq Rule 10D‑1—positive governance hygiene.
- Watch items / potential risks
- Missed attendance at the 2024 Annual Meeting (despite >95% meeting attendance overall); monitor future annual meeting participation.
- External time commitments as a public‑company CFO (BioXcel) and audit chair (Actinium) could pose bandwidth risk; however, no ATOS related‑party transactions disclosed.
Shareholder Signals
| Item | Outcome | Citations |
|---|---|---|
| 2025 Say‑on‑Pay (advisory) | Approved: 25,638,054 For; 6,479,149 Against; 479,033 Abstentions; 31,334,563 broker non‑votes | |
| 2025 Frequency vote | One‑year frequency received the most votes: 29,326,201 | |
| 2025 Auditor ratification | Approved: 55,807,388 For |
Appendix – Committee Composition (2024–2025)
- Audit Committee: Steinhart (Chair), Finn, Remmel, Galli.
- Compensation Committee: Remmel (Chair), Steinhart, Galli.
No director stock ownership guidelines were disclosed in the proxy; no related‑party transactions involving Steinhart reported since January 1, 2023.