Paul Burton
About Paul F. Burton
Independent director since December 2023; JD/MBA from the University of Illinois at Urbana‑Champaign and two bachelor’s degrees from the University of Illinois at Chicago. Recognized by the Board as an “audit committee financial expert” with financial sophistication under Nasdaq rules. Background spans corporate finance, healthcare venture building, and operating roles in early-stage biotech. Tenure: December 2023–present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akan Biosciences | Chief Executive Officer | Since Dec 2018 | Early-stage biotech leadership; regenerative therapeutics focus . |
| Temprian Therapeutics | Chief Financial Officer | Since 2019 | Finance leadership in biotech . |
| Cancer IQ | Fractional CFO | 2019–2022 | Corporate finance for health tech startup . |
| 4D Healthware | Fractional CFO | 2019–2022 | Corporate finance for health tech startup . |
| Northwestern University | Entrepreneur in Residence | 2019–2022 | Commercialization support for healthcare projects . |
| ResQ Pharma, Inc. | Chief Executive Officer | Prior to 2019 | Biotech operating executive . |
| Vivacelle Bio, Inc. | Co‑founder; Chief Financial Officer; Director | Since 2013 | Finance and board role at biotech startup . |
| Salomon Brothers (now Citigroup CIB) | Investment Banking Associate | Prior period | Corporate finance training and deal experience . |
| U.S. Army | Regular Army Commissioned Officer (Infantry) | Prior period | Leadership experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 2Flo Ventures | Managing Partner | Since May 2021 | Start-up studio and early-stage healthcare investor . |
| Burton Advisory, Inc. | Managing Principal | Since 2010 | Strategic and financial advisory to healthcare firms . |
| Chicago Biomedical Consortium | VC Advisory Committee Member | Current | Advisory role . |
| MATTER (Chicago) | Member | Current | Healthcare incubator community member . |
| Bunker Labs | Member | Current | Veteran-focused incubator involvement . |
| Millennium Beacon | Board of Directors | Current | Healthcare incubator board role . |
| Ravinia Festival | Board of Trustees | Current | Non-profit trustee . |
Board Governance
- Committee assignments (current 2025): Audit Committee Chair; Compensation Committee Member; Nominating & Corporate Governance chaired by Wendy J. Betts, with Burton not on that committee post‑2024 .
- Prior year (2024): Chair, Nominating & Corporate Governance; Audit Committee Member; Compensation Committee chaired by Dr. Stanley Lau .
- Independence: Board determined Burton is independent under Nasdaq and SEC rules; also designated as an audit committee financial expert .
- Attendance: During 2024 and 2023, each Board member attended 75% or more of aggregate Board and committee meetings; independent directors met in executive session .
- Leadership structure: Board separates Non‑Executive Chair (Hosseinion) and CEO; no Lead Independent Director .
- Risk oversight: Audit Committee oversees major financial risks, related-party transactions, and auditor independence; Compensation Committee oversees compensation risk; Nominating & Corporate Governance oversees board independence and effectiveness .
Committee Memberships and Roles
| Year | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|
| 2025 | Paul F. Burton (Chair); Wendy J. Betts; James Intrater | James Intrater (Chair); Paul F. Burton (Member); Peter K. Fung (Member) | Wendy J. Betts (Chair); Peter K. Fung; James Intrater |
| 2024 | Paul F. Burton (Member); James Intrater (Member); Oded Levy (Chair) | James Intrater (Member); Stanley K. Lau (Chair); Oded Levy (Member) | Paul F. Burton (Chair); James Intrater; Stanley K. Lau |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 25,000 | 25,000 | — | 50,000 |
| 2023 | — (joined Dec 18, 2023) | — | — | — |
- Structure detail (2024): RSUs $12,500 awarded January 23, 2024 and vested/settled March 31, 2024; thereafter each quarter directors received $8,333 cash and $4,167 in stock options (vested immediately) on June 30, September 30, and December 31, 2024 .
Performance Compensation
| Grant Date | Instrument | Count | Exercise/Grant Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Jan 23, 2024 | RSUs | $12,500 value | N/A | Vested and settled Mar 31, 2024 | N/A |
| Jun 30, 2024 | Stock Options (Paul Burton) | 7,575 | $0.55 | Vested immediately | Jun 30, 2034 |
| Jun 30, 2024 | Board Options (aggregate) | 1,010 | $16.50 | Vested immediately | Jun 30, 2034 |
| Sep 30, 2024 | Board Options (aggregate) | 2,491 | $6.60 | Vested immediately | Sep 30, 2034 |
| Nov 14, 2024 | Board Options (aggregate) | 524 | $8.10 | Vested immediately | Nov 14, 2034 |
| Dec 31, 2024 | Board Options (aggregate) | 454 | $27.60 | Vested immediately | Dec 31, 2034 |
- No performance metrics (TSR, EBITDA, ESG) are disclosed for director equity awards; options and RSUs generally vested immediately or on fixed dates, not contingent on operating targets .
Other Directorships & Interlocks
- Other public company directorships: None disclosed in the proxy biography; listed roles are private companies/incubators and non‑profits .
- Compensation committee interlocks: None; no executive officers serve on compensation committees of entities with cross‑board executive relationships .
Expertise & Qualifications
- Designated audit committee financial expert; financial sophistication under Nasdaq rules .
- Deep corporate finance and early‑stage healthcare operating background (CEO/CFO roles; venture studio leadership; investment banking foundation) .
- Legal training (JD) and business training (MBA) consistent with governance and risk oversight responsibilities .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Approximate % of Outstanding Shares | Notes |
|---|---|---|---|
| Paul F. Burton | 3,688 | * (less than 1%) | Table reflects post 1‑for‑30 reverse split; outstanding shares 1,763,129 at table date . |
- Hedging/pledging: Company prohibits hedging, short sales, margin accounts, and pledging of securities by directors and employees .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy; equity compensation delivered via RSUs/options .
Governance Assessment
-
Positives
- Independent director; Audit Committee Chair in 2025 and prior Nominating & Corporate Governance Chair in 2024, indicating strong engagement in financial oversight and board effectiveness .
- Recognized audit committee financial expert; enhances credibility of financial reporting oversight .
- Attendance threshold met (≥75% of meetings) in 2023–2024; independent directors hold executive sessions, supporting robust oversight culture .
- Clear prohibition on hedging/pledging; clawback policy adopted Oct 2, 2023 for NEO incentive compensation, aligning pay with compliant reporting (policy scope noted) .
-
Cautions and RED FLAGS
- Section 16(a) compliance issues: Burton filed a late Form 3 and three late Forms 4 (each reporting one transaction); while not uncommon for microcaps, repeated lateness is a governance process weakness and investor confidence headwind .
- Director equity awards often vest immediately and include options; limited performance-linked mechanisms for directors may reduce perceived pay-for-performance alignment (typical for directors but noteworthy given early-stage risk profile) .
- Multiple outside operating and investment roles (e.g., 2Flo Ventures; Akan Biosciences; Temprian) create potential time allocation considerations; however, Audit Committee policy and proxy disclosures note no related‑party transactions exceeding thresholds for 2024 and formal related‑party review procedures are in place .
-
Compensation structure shifts
- 2023: Non‑employee directors compensated with quarterly RSUs ($50k for peers; Burton joined Dec 18, 2023 and did not receive 2023 director pay) .
- 2024: Mix changed to cash ($25k), RSUs ($12.5k), and options ($12.5k), suggesting increased immediate liquidity plus option upside and continued equity alignment .
Related Party Transactions & Controls
- Policy: Audit Committee must pre‑approve related-party transactions, evaluating arm’s‑length terms, independence impacts, and Code of Ethics alignment .
- Disclosure: No transactions since Jan 1, 2024 exceeding the lesser of $120,000 or 1% of average total assets where directors/executives had a material interest, other than compensation items disclosed .
- Auditor independence and pre‑approval: Audit Committee pre‑approved all Prager Metis services; no tax/other fees paid beyond audit for the periods disclosed .
Insider Filings Snapshot
| Person | Issue | Detail |
|---|---|---|
| Paul F. Burton | Late Section 16 filings | Filed late Form 3; filed three late Forms 4 (each reporting one transaction) for 2024 period . |
Notes on Annual Meeting Attendance
- No formal policy; directors are encouraged to attend; company anticipated some directors would attend the 2025 meeting .
Summary Implications
- Burton’s audit expertise and chair role bolster financial oversight, an important signal for investors in a small-cap, early-stage healthcare company .
- Process lapses in timely insider filings are a reputational flag; investors may scrutinize future Section 16 compliance and board process controls .
- The 2024 director pay mix adds options and cash to RSUs—equity alignment remains, but immediate vesting and limited performance conditioning warrant monitoring for pay governance best practices .