Stephen Galli
ATOSSA THERAPEUTICSAbout Stephen J. Galli
Stephen J. Galli, M.D., age 78, is an independent Class II director of Atossa Therapeutics serving since July 2011; his current term runs through the 2026 annual meeting. He is the Mary Hewitt Loveless Professor of Pathology and of Microbiology & Immunology at Stanford University School of Medicine, and previously chaired Stanford’s Pathology Department (1999–2016). He earned a B.A. in Biology (Harvard College, 1968), an M.D. (Harvard Medical School, 1973), and completed a residency in anatomic pathology at Massachusetts General Hospital in 1977, with 16 U.S. patents and over 490 publications, including election to the National Academy of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University School of Medicine | Mary Hewitt Loveless Professor; Professor of Pathology and of Microbiology & Immunology | Since Feb 1999 | Department Chair, Pathology (1999–2016) |
| Harvard Medical School | Faculty member (prior to Stanford) | Not disclosed | Academic leadership and research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Society for Investigative Pathology | Past President | Not disclosed | Professional society leadership |
| Collegium Internationale Allergologicum | Past President | Not disclosed | Professional society leadership |
| Pluto Club (Association of University Pathologists) | Past President | Not disclosed | Professional society leadership |
| National Academy of Medicine; Accademia Nazionale dei Lincei; American Clinical and Climatological Association | Elected member | Not disclosed | Honors/recognition |
Board Governance
- Independence: The Board determined Dr. Galli is independent under Nasdaq rules (all directors except Drs. Quay and Chen are independent) .
- Board attendance: In fiscal 2024, the Board met 7 times; each director attended at least 95% of Board and committee meetings on which they served. All directors attended the 2024 annual meeting except Mr. Steinhart .
- Leadership and executive sessions: CEO also serves as Chair; a Lead Independent Director (H. Lawrence Remmel, Esq.) oversees independent sessions held at every Board meeting .
- Committee assignments (2024 activity and roles):
- Audit Committee member (Chair: Richard Steinhart); Audit met 7 times in 2024 .
- Compensation Committee member (Chair: H. Lawrence Remmel); Compensation met 4 times in 2024 .
- Nominating & Governance Committee Chair; N&G met 2 times in 2024 .
Fixed Compensation
Policy overview (May 2024–May 2025): Annual cash retainer $50,000; Audit Committee Chair $20,000 and members $15,000; Compensation and Nominating & Governance Chairs $15,000 and members $10,000; annual option grant of 125,000 shares vesting quarterly over one year. New directors receive an initial $50,000 cash fee .
| Year | Cash Fees ($) | Option Awards ($) | Options Granted (shares) | Total ($) | Outstanding Options (as of 12/31) |
|---|---|---|---|---|---|
| 2023 | 78,750 | 66,169 | 125,000 | 144,919 | 366,658 |
| 2024 | 90,000 | 101,842 | 125,000 | 191,842 | 491,574 |
Notes:
- Grants vest quarterly over one year for directors .
- The annual director option grant was increased from 50,000 to 125,000 shares starting May 2023 to align with peers (Aon advised) .
Performance Compensation
- No performance-based director compensation disclosed; director equity grants are time-vested stock options with no stated performance metrics .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy reports no compensation committee interlocks in the prior three years . |
Expertise & Qualifications
- Technical and clinical expertise in pathology, immunology, and oncology; extensive publication record and patents .
- Recognized for diversity leadership at Stanford and elected to leading academies .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % of Class | Direct/Common Shares | Options Exercisable within 60 days | Source |
|---|---|---|---|---|---|
| March 17, 2025 | 429,173 | <1% | 99 | 429,074 | 2025 DEF 14A |
| March 15, 2024 | 366,673 | <1% | 99 | 366,574 | 2024 DEF 14A |
- No pledging or hedging permitted by policy (short sales, derivatives, margin use prohibited; pledging requires Audit Committee approval) .
- Company has adopted an incentive compensation clawback policy compliant with Nasdaq Listing Standard 5608 .
Governance Assessment
- Strengths: Independent status; high attendance and multi-committee engagement including N&G Chair, Audit and Compensation member; presence of a Lead Independent Director and routine executive sessions bolster oversight .
- Alignment: Director pay mix emphasizes equity via options with one-year vesting, and hedging/pledging prohibitions plus clawback policy support investor alignment .
- Cautions: The increase in annual director option grant size (to 125,000 shares) in 2023 can raise dilution and pay inflation concerns, warranting monitoring versus peer norms and performance outcomes . Combined CEO/Chair structure persists, though offset by Lead Independent Director oversight .
- Conflicts: No related-party transactions involving directors since January 1, 2023 (and since January 1, 2022 in the 2024 proxy) were disclosed; compensation committee interlocks were explicitly absent .
RED FLAGS: None disclosed specific to Dr. Galli (no related-party transactions, hedging/pledging prohibited, strong attendance). Monitor aggregate director equity grant increases for dilution/pay-for-performance optics .