Tessa Cigler
ATOSSA THERAPEUTICSAbout Tessa Cigler
Independent Class II director at Atossa Therapeutics since March 2024; age 51; term expires at the 2026 Annual Meeting. Medical oncologist at Weill Cornell Breast Center focused on breast cancer treatment and prevention; Cornell faculty since August 2007; heads several clinical trials. Education and training: Harvard College (AB), Duke University School of Medicine (MD), Harvard School of Public Health (MPH), Internal Medicine residency at NewYork-Presbyterian/Weill Cornell, and Medical Oncology/Hematology fellowship at Dana-Farber/Harvard Cancer Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NewYork-Presbyterian/Weill Cornell Medical Center | Residency in Internal Medicine | — | Completed residency as foundational clinical training |
| Dana-Farber/Harvard Cancer Center | Fellowship in Medical Oncology and Hematology | — | Specialized oncology and hematology training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weill Cornell Breast Center | Medical Oncologist; Clinical Investigator | Since Aug 2007 | Heads several clinical trials in breast cancer treatment/prevention |
Board Governance
- Independence: Board determined all current directors other than the CEO (Dr. Quay) and Dr. Chen are independent; Cigler qualifies as an independent director under Nasdaq rules .
- Committee assignments: Member, Nominating & Governance Committee (Chair: Dr. Galli; other members: Finn and Remmel). Not listed on Audit or Compensation Committees .
- Attendance: In fiscal 2024, the Board met seven times; each director attended at least 95% of Board and committee meetings while serving. All directors attended the 2024 Annual Meeting except Mr. Steinhart .
- Board leadership context: CEO also serves as Chair; Lead Independent Director is H. Lawrence Remmel, who presides over executive sessions and approves agendas and materials .
Fixed Compensation
| Component | FY2024 |
|---|---|
| Fees Earned or Paid in Cash | $94,167 |
| Policy – Initial Board Fee (upon joining) | $50,000 cash |
| Policy – Annual Board Retainer (cash) | $50,000 |
| Policy – Committee Fees (member/chair) | Nominating & Governance: $10,000 member / $15,000 chair; Compensation: $10,000 member / $15,000 chair; Audit: $15,000 member / $20,000 chair; Lead Independent Director: +$30,000 |
Performance Compensation
| Component | FY2024 |
|---|---|
| Option Awards – Grant Date Fair Value | $119,450 |
| Option Awards – Number of Shares | 145,834 |
| Vesting | Quarterly over one year, service-based (no performance metrics) |
Performance Metrics for Director Equity
| Metric Type | Details |
|---|---|
| Performance-based criteria | None disclosed for director equity; options vest time-based |
| Hedging/Pledging restrictions | Company policy prohibits short sales, derivatives; pledging requires Audit Committee approval |
| Clawback | Incentive Compensation Clawback Policy compliant with Nasdaq Rule 5608 |
Other Directorships & Interlocks
| Category | Current Status |
|---|---|
| Other public company boards | None disclosed |
| Private/non-profit/academic boards | Clinical/academic role at Weill Cornell Breast Center (not a corporate directorship) |
| Compensation Committee interlocks | Company discloses no interlocks among Compensation Committee members in prior three years |
Expertise & Qualifications
- Oncology and clinical research expertise aligned to Atossa’s breast cancer focus; heads multiple clinical trials .
- Academic credentials across Harvard (AB, MPH) and Duke (MD); fellowship at Dana-Farber/Harvard Cancer Center; residency at Weill Cornell .
- Governance role on Nominating & Governance Committee contributes to board composition, evaluation, and corporate governance framework .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership – number of shares | 83,334 shares issuable upon exercise of options exercisable within 60 days |
| Beneficial Ownership – % of class | — (not specified in proxy) |
| Vested vs. unvested | Beneficial line item reflects options exercisable within 60 days; additional outstanding options shown below |
| Outstanding Option Awards (as of Dec 31, 2024) | 145,834 |
| Shares pledged | Company policy restricts pledging without Audit Committee approval; no personal pledging disclosed |
Insider Trades & Compliance
| Year | Filing | Event | Status/Notes |
|---|---|---|---|
| 2024 | Form 4 | Stock option grant | Filed late due to administrative delays obtaining EDGAR filer codes |
Compensation Committee Analysis
- Composition: Remmel (Chair), Steinhart, Galli; all meet heightened independence standards under Nasdaq/SEC .
- Consultant: Aon Consulting engaged in 2024 for executive and director compensation advice .
- Interlocks: None among committee members in prior three years; no reciprocal board/comp committee roles with Atossa executives .
Governance Assessment
- Strengths: Independent director with domain-relevant oncology expertise; high meeting attendance; service on the Nominating & Governance Committee supports board effectiveness and oversight; robust insider trading and clawback policies .
- Alignment: Director compensation mix balances cash retainer/committee fees with annual options; 2024 mix for Cigler was $94,167 cash vs. $119,450 option grant (145,834 options, time-based vesting), promoting long-term alignment without performance targets typical for non-employee directors .
- RED FLAGS: One late Form 4 in 2024 for an option grant due to EDGAR code delays (administrative cause); no related-party transactions disclosed involving Cigler since 1/1/2023 . Broader context note: combined CEO/Chair structure mitigated by an empowered Lead Independent Director and executive sessions , but not specific to Cigler’s independence and committee role.