Shu-Chih Chen
ATOSSA THERAPEUTICSAbout Shu-Chih Chen
Shu-Chih Chen, Ph.D., age 63, is a Class III director at Atossa Therapeutics, serving on the Board since April 2009; she is a company founder and served as Chief Scientific Officer from incorporation in April 2009 through August 2014 . She holds a Ph.D. in microbiology and public health (Michigan State University, 1992) and a B.S. in medical technology (National Yang Ming University, 1984), has two issued U.S. patents and 20 pending U.S. applications in cancer therapeutics, and has extensive publications in molecular oncology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atossa Therapeutics, Inc. | Founder; Director | Director since April 2009 | Founding scientific leadership; long-tenured governance presence |
| Atossa Therapeutics, Inc. | Chief Scientific Officer | Apr 2009 – Aug 2014 | Led scientific programs during early development |
| National Yang Ming University (Taipei) | Associate Professor | — | Academic oncology and medical technology expertise |
| Northwest Hospital, Dept. of Molecular Medicine (Seattle) | NIH RO1 Principal Investigator | — | Research on tumor suppression via connexin 43 |
External Roles
- No other public company board roles are disclosed for Dr. Chen in the 2025 proxy’s director biographies and summary table .
Board Governance
- Independence: The Board determined Dr. Chen is not independent under Nasdaq rules due to her marriage to CEO Dr. Steven Quay .
- Committee assignments: Audit Committee (Steinhart–Chair, Finn, Remmel, Galli), Compensation Committee (Remmel–Chair, Steinhart, Galli), and Nominating & Governance Committee (Galli–Chair, Cigler, Finn, Remmel) are comprised solely of independent directors; Dr. Chen does not serve on these committees .
- Attendance: In FY2024, the Board met seven times; each director attended at least 95% of Board and applicable committee meetings .
- Board structure: Dr. Chen is a Class III director with term expiring at the 2027 Annual Meeting; Board size is seven; Lead Independent Director is H. Lawrence Remmel (since 2024); independent directors hold executive sessions at every meeting .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual Board Retainer (Cash) | $50,000 |
| Committee Member Fees | $0 (no committee service) |
| Committee Chair Fees | $0 |
| Lead Independent Director Premium | $0 (not applicable) |
| Fees Earned or Paid in Cash (reported) | $50,000 |
| Policy Notes | Initial joining fee $50,000 cash; annual cash $50,000; committee fees: Audit Chair $20,000, Audit member $15,000; Comp & N&G Chair $15,000, member $10,000; Lead Independent Director $30,000 |
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Option Awards – Number of Shares | 125,000 |
| Option Awards – Grant Date Fair Value (ASC 718) | $101,842 |
| Vesting Schedule | Quarterly over one year, subject to continued service |
| Outstanding Option Awards (as of 12/31/2024) | 490,860 |
No director RSUs/PSUs or performance-based equity metrics are disclosed for non-employee directors; option grants are time-based vesting only .
Other Directorships & Interlocks
| Relationship/Entity | Description | Governance Relevance |
|---|---|---|
| Spousal Relationship | Married to CEO/Chairman Steven C. Quay | Not independent; potential conflict risk if not mitigated by independent oversight |
| Ensisheim Partners LLC | Drs. Quay and Chen jointly own/control Ensisheim, which holds 22,254 common shares; both share voting/investment power | Shared beneficial ownership; disclose and monitor for related interests |
- Compensation Committee interlocks: None reported among Compensation Committee members in prior three years; no reciprocal board/comp committee overlaps involving company executives .
Expertise & Qualifications
- Oncology and molecular medicine: Principal investigator on NIH RO1 focused on tumor suppression via connexin 43; extensive publications in molecular oncology .
- Scientific innovation: Two issued U.S. patents and 20 pending U.S. patent applications in cancer therapeutics .
- Academic and technical credentials: Ph.D. (Microbiology & Public Health, Michigan State University, 1992); B.S. (Medical Technology, National Yang Ming University, 1984) .
- Founding context: Co-founded Atossa and served as CSO through 2014, indicating deep product and pipeline familiarity .
Equity Ownership
| Item | As of Mar 17, 2025 |
|---|---|
| Total Beneficial Ownership (shares) | 452,887 |
| Percent of Class | <1% (based on 129,170,004 shares outstanding) |
| Shares Outstanding (denominator) | 129,170,004 |
| Options Exercisable within 60 days | 428,360 |
| Common Shares via Ensisheim Partners LLC | 22,254 |
| Preferred B Stock (convertible) | 8 shares, convertible into 2,273 common shares |
No pledging/hedging disclosures for Dr. Chen; company states no related-party transactions since Jan 1, 2023 other than compensation .
Governance Assessment
- Independence risk: Dr. Chen’s non-independence due to marriage to the CEO is a structural governance concern; however, all key committees are fully independent, executive sessions occur at every meeting, and a Lead Independent Director is in place, which mitigates influence risk .
- Engagement: Attendance ≥95% reflects solid engagement; tenure since 2009 provides continuity and institutional knowledge .
- Alignment: Director compensation mix (cash $50,000 vs option FV $101,842; total $151,842) indicates a material equity component (~67% of 2024 compensation), supporting alignment with shareholder outcomes, though options are time-vested rather than performance-conditioned .
- Conflicts/related-party: Proxy reports no related-party transactions since 2023; shared control of Ensisheim is disclosed and should continue to be monitored .
- Say-on-pay context: Company-wide 2025 say-on-pay passed (Votes For 25,638,054; Against 6,479,149; Abstentions 479,033), indicating shareholder support for compensation practices; relevant to overall governance sentiment .
Director Compensation Mix (FY 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash Fees | $50,000 | Annual board retainer; no committee roles |
| Equity – Options (FV) | $101,842 | 125,000 options, quarterly vest over 1 year |
| Total | $151,842 | Reported director compensation for 2024 |
Company Voting Outcomes (2025 Annual Meeting)
| Proposal | Result | Key Numbers |
|---|---|---|
| Elect Class I Directors | Approved | Quay: For 28,401,118; Withheld 4,195,118; Broker Non-Votes 31,334,563. Finn: For 30,196,246; Withheld 2,399,990; Broker Non-Votes 31,334,563 |
| Auditor Ratification (EY) | Approved | For 55,807,388; Against 6,678,230; Abstentions 1,445,181 |
| Say-on-Pay (Advisory) | Approved | For 25,638,054; Against 6,479,149; Abstentions 479,033; Broker Non-Votes 31,334,563 |
| Say-on-Pay Frequency | 1 year | 1Y 29,326,201; 2Y 950,899; 3Y 1,818,942; Abstentions 500,194; Broker Non-Votes 31,334,563 |
RED FLAGS
- Not independent director due to spousal relationship with CEO; independence framework relies on robust committee and LID structure to offset potential influence .
- Shared beneficial ownership via Ensisheim Partners LLC necessitates continuous oversight for any future related-party dealings, despite current disclosure of no related transactions since 2023 .
Notes on Policies and Processes
- Related-party transaction policy: Independent directors must pre-approve any related-party transactions; practice overseen by Audit Committee; no formal written policy, but established course of practice .
- Compensation Committee process: CEO not present for his compensation deliberations; authority to engage advisors; Aon engaged in 2024 for executive and director compensation advice .
Director stock ownership guidelines, hedging/pledging policies at the director level, RSU/PSU usage for directors, and director-specific clawback/change-in-control terms are not disclosed in the 2025 proxy; therefore, they are not assessed here .