Lawrence Steinman
About Lawrence Steinman
Lawrence Steinman, M.D. (age 77) is Lead Independent Director at BioAtla, Inc. (BCAB) and has served on the board since July 2020. He is a professor of neurology, neurological sciences, pediatrics, and genetics at Stanford University (since 1980), elected to both the National Academy of Sciences and National Academy of Medicine; his research contributed to the development of Tysabri (natalizumab) used in Crohn’s disease and multiple sclerosis. He holds a B.A. from Dartmouth College and an M.D. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Professor of Neurology, Neurological Sciences, Pediatrics, and Genetics | 1980–present | Research on autoimmune diseases; contributions to Tysabri; elected NAS/NAM |
| BioAtla, LLC | Scientific Advisor | Apr 2014–May 2016 | Science advisory relationship prior to BioAtla, Inc. |
| BioAtla, LLC | Advisory Board Member | Apr 2016–Jul 2020 | Scientific oversight; pre-IPO advisory |
| Atreca, Inc. | Director | Jan 2012–Aug 2019 | Board service at oncology biotech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pasithea Therapeutics Corp. | Non-employee Executive Chairman; Co-founder | Aug 2020–present | Ongoing board leadership |
| 180 Life Sciences Corp. | Non-employee Executive Chairman; later Director & Consultant | Nov 2020–May 2024 (Exec Chair); board member & consultant thereafter | Co-founded 2013; continues as director/consultant |
Board Governance
- Roles and independence: Lead Independent Director; independent under Nasdaq and SEC rules; chairs executive sessions of independent directors, coordinates independent director activities, and performs additional duties designated by the board .
- Committee assignments: Chair—Nominating & Corporate Governance; Member—Compensation Committee .
- Board and committee activity: Board met 4 times in 2024; Audit 8; Compensation 4; Nominating & Governance 4. Each director attended at least 75% of aggregate meetings during their service period; all directors attended the 2024 annual meeting .
- Compensation committee practices: Committee composed solely of independent directors; uses Aon as independent compensation consultant; committee determined no consultant conflict of interest in 2024 .
Fixed Compensation
| Item | FY2024 Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash | $64,058 |
| Stock Awards (RSUs, grant-date fair value) | $25,905 |
| Total Director Compensation | $89,963 |
| RSU Grant (Directors) | 16,500 RSUs granted on June 13, 2024; vest on earlier of one-year anniversary or day before next annual meeting, subject to continued service |
| Unvested RSUs at 12/31/2024 | 16,500 |
| Non-Employee Director Cash Retainers (Policy, amended June 2024) | Board: $40,000; Lead Independent Director: +$25,000; Committee member retainers: Audit $7,500, Compensation $5,000, Nominating & Governance $4,000; Committee chair retainers: Audit $15,000, Compensation $10,000, Nominating & Governance $8,000 |
| Stock Ownership Guidelines (Directors) | 3× annual cash retainer within 5 years; all non-employee directors satisfied in FY2024 |
Performance Compensation
| Performance-Tied Element | Metric(s) | Terms |
|---|---|---|
| None disclosed for directors | — | Director equity is time-based RSUs; no performance-based vesting disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Conflicts with BCAB |
|---|---|---|---|
| Pasithea Therapeutics Corp. | Non-employee Executive Chairman | Not disclosed | None disclosed |
| 180 Life Sciences Corp. | Executive Chairman (until May 2024); Director & Consultant thereafter | Not disclosed | None disclosed |
| Atreca, Inc. | Director (2012–2019) | Not disclosed | None disclosed |
No compensation committee interlocks reported in 2024; none of BCAB’s executive officers served on the board or comp committee of any company with executives on BCAB’s comp committee .
Expertise & Qualifications
- Scientific credentials: World-renowned expertise in immunology and biological molecules; research contributions to antigen-specific therapies and Tysabri (natalizumab) .
- Academic leadership: Long-tenured Stanford professor; elected NAS/NAM; multiple research awards .
- Industry governance: Executive chair roles and board service across public biotechs (Pasithea, 180 Life Sciences, Atreca) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Components/Notes |
|---|---|---|---|
| Lawrence Steinman, M.D. | 137,266 | * (<1%) | Includes 16,500 RSUs vesting within 60 days of April 21, 2025; no options reported for directors as of 12/31/2024 |
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging, short sales, and pledging by directors and officers .
- Ownership guidelines: All non-employee directors met ownership guidelines for FY2024 .
Governance Assessment
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Strengths
- Lead Independent Director role with clear responsibilities enhances counterbalance to combined Chair/CEO structure; Steinman presides over executive sessions and coordinates independent director activities .
- Independence affirmed; serves as chair of Nominating & Governance and member of Compensation—key levers for board effectiveness and oversight of conflicts and pay practices .
- Attendance: Met at least 75% threshold; active committee cadence (Audit 8; Comp 4; N&G 4) supports engagement .
- Director pay structure mixes cash retainers with annual RSUs; stock ownership guidelines met—positive alignment signals .
- Compensation committee retains independent consultant (Aon), with no conflicts; clawback policy and prohibition on hedging/pledging strengthen governance .
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Potential Risks/Watch Items
- Combined Chair/CEO structure remains; while mitigated by LID, concentration of power warrants continued vigilance .
- Historical advisory relationships with BioAtla, LLC (2014–2020) are disclosed; independence determination in current period mitigates, but investors may monitor for legacy influence .
- Related-party transactions exist with Himalaya Therapeutics (CEO-affiliated entity); none involve Steinman, but overall governance exposure to CEO-related entities should be monitored .
-
Conflicts/Related Party
- No related-party transactions disclosed involving Steinman since Jan 1, 2023; policy requires Audit Committee oversight of related-person transactions .
Overall, Steinman’s seat as LID and chair of Nominating & Governance, combined with independence and ownership guideline compliance, are positive signals for board oversight and investor confidence, with the principal governance watch item being BCAB’s combined Chair/CEO structure, mitigated in part by LID responsibilities .