Brian Atwood
About Brian G. Atwood
Brian G. Atwood (age 72) is a Class II director of CERo Therapeutics Holdings, Inc., serving since 2024; his current term runs to the 2026 annual meeting. He previously served as CERo’s Chairman and Chief Executive Officer from February 14, 2024 to September 30, 2024. He co-founded Versant Ventures (Managing Director) and Cell Design Labs (President & CEO; acquired by Gilead in 2017). Education: B.S. Biological Sciences (UC Irvine), M.S. Ecology (UC Davis), MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CERo Therapeutics Holdings, Inc. | Chairman & Chief Executive Officer | Feb 14, 2024 – Sep 30, 2024 | Led transition post-SPAC business combination; stepped down and became consultant |
| Phoenix Biotech Acquisition Corp (PBAX) | Chairman | Oct 2021 – Feb 2024 | SPAC sponsor leadership prior to Business Combination |
| Versant Ventures | Managing Director; Co-founder | 1999 – present | Healthcare-focused VC leadership |
| Cell Design Labs, Inc. | Co-founder; President & CEO | 2015 – 2017 | Company acquired by Gilead Sciences in 2017 |
| Atreca, Inc. (Nasdaq: BCEL) | Chairman; Director | Dec 2013 – Apr 2024 | Oversight of oncology biotech |
| Clovis Oncology, Inc. | Director | Apr 2009 – Jul 2023 | Senior oncology company board experience |
| Immune Design Corp. | Director | May 2008 – Jun 2016 | Company later acquired by Merck (2019) |
| Veracyte, Inc. | Director | 2008 – Dec 2016 | Diagnostics company board service |
| OpGen Inc. | Director | Jul 2007 – Dec 2017 | Genomics/diagnostics board service |
| Five Prime Therapeutics | Director | 2002 – Mar 2016 | Acquired by Amgen (2021) |
| Helicos Biosciences | Director | 2003 – Sep 2011 | Genomics technology |
| Pharmion Corporation | Director | 2000 – Mar 2008 | Acquired by Celgene |
| Trius Therapeutics, Inc. | Director | Feb 2007 – Sep 2013 | Acquired by Cubist |
| Locust Walk Acquisition Corp. (LWAC) | Director | Jan 2021 – Aug 2021 | SPAC completed business combination in Aug 2021 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Versant Ventures | Managing Director | 1999 – present | Co-founded; healthcare-focused venture investing |
Board Governance
- Independence: Atwood is not considered independent under Nasdaq rules (board identified independent directors as Byrnes, LaPorte, Rolfe, Patel; Atwood and Ehrlich are not independent due to prior executive roles) .
- Committee memberships: Audit (Byrnes—Chair; Rolfe; Patel), Compensation (LaPorte—Chair; Rolfe; Patel), Nominating & Corporate Governance (Rolfe—Chair; LaPorte; Byrnes). Atwood is not currently listed on any committee .
- Attendance: In FY 2024, the board met 16 times; each director (including Atwood) attended ≥75% of board and applicable committee meetings .
- Staggered board: Class II term for Atwood expires at the 2026 annual meeting .
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| CEO Base Salary (during 2024 service as CEO) | $225,000 | 2024 actual paid | Reported in 2024 Summary Compensation Table |
| Consulting Fee (post-CEO) | $25,000 per quarter | Oct 1, 2024 – Sep 30, 2025 | Under Atwood Consulting Agreement; 12‑month term |
| Non‑employee Director Cash Retainer (policy) | $30,000 per annum | 2024 policy | Board-approved non‑employee director retainer (ex‑vice chair) |
Performance Compensation
| Award | Grant/Action Date | Shares/Units | Exercise Price | Vesting/Performance Conditions | Status |
|---|---|---|---|---|---|
| Options (as CEO, earlier grants) | Various (Apr 2024) | 13,318 | Various (repriced) | Time-based pre-repricing | Forfeited Sep 30, 2024 |
| Options (Consulting award) | Oct 1, 2024 | 5,080 | $10.00 | 50% vests upon FDA acceptance of IND; 50% vests upon completion of ≥$1.5M financing; continued service required | Granted, performance conditions subsequently confirmed by board for similar director grants on Dec 2, 2024 and Feb 24, 2025 |
| Options to each non‑executive director | Mar 4, 2025 | up to 35,845 | Not specified | 50% time‑based (12‑month anniversary); 50% performance‑based | Board approval disclosed (applies broadly to non‑executive directors) |
| Company‑wide director performance options | Sep 30, 2024 | 2,550 | Not specified | 50% on IND acceptance; 50% on ≥$1.5M financing; continued service | Both tranches confirmed as met (Dec 2, 2024; Feb 24, 2025) |
| Option repricing (company‑wide) | Oct 1, 2024 | N/A | To $10.00 (for options outstanding under 2024/2016 plans) | Rationale: retention, financing effort, IND acceptance | Repricing approved; governance sensitivity noted |
Performance metrics used for vesting: FDA IND acceptance and completion of financing ≥$1.5M; these are operational/financing outcomes rather than TSR/EBITDA targets .
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Notes |
|---|---|---|---|
| Atreca, Inc. (BCEL) | Chairman/Director | Dec 2013 – Apr 2024 | Oncology biotech; stepped down 2024 |
| Clovis Oncology, Inc. | Director | Apr 2009 – Jul 2023 | Oncology; significant regulatory/commercial experience |
| Multiple additional boards (Immune Design, Veracyte, OpGen, Five Prime, Helicos, Pharmion, Trius) | Director | Various | Several companies later acquired; broad network in biopharma |
| PBAX (SPAC) | Chairman | Oct 2021 – Feb 2024 | SPAC sponsor prior to CERo combination |
Expertise & Qualifications
- Deep biotech venture and operating experience (Versant Ventures co‑founder; multiple public/private boards) .
- Company-building and M&A track record (Cell Design Labs → Gilead acquisition; director roles in companies later acquired by Amgen, Merck, Cubist) .
- Financial sophistication (selected for board based on industry leadership and financial expertise) .
- Advanced degrees in biology/ecology and MBA (Harvard) .
Equity Ownership
| Component | Amount | Details |
|---|---|---|
| Beneficial Ownership (Common) | 615,590 shares | 9.99% of outstanding common shares as of May 1, 2025 |
| Stock Options (exercisable) | 5,080 | Exercisable at $10.00; expiration 9/30/2034 |
| Pre‑Funded Warrants (PFW) purchased | 510,200 | Acquired in Feb 7, 2025 registered direct; $0.0001 exercise price |
| Feb 2025 Common Warrants purchased | 510,200 | $1.96 exercise price; subject to shareholder approval; 5‑year term |
| Series A Preferred via Atwood‑Edminster Trust | 1,002 shares ($1.002M) | Convertible preferred; trust where Atwood serves as trustee/director |
Insider trading/hedging policy prohibits derivative transactions and pledging; no 10b5‑1 or non‑Rule 10b5‑1 arrangements were adopted, amended, or terminated by directors in Q4 2024 .
Insider Transactions (Form 4‑like summary from company disclosures)
| Date | Instrument | Quantity | Consideration | Notes |
|---|---|---|---|---|
| Feb 7, 2025 | Pre‑Funded Warrants + Common Warrants | 510,200 PFW + 510,200 CW | ~$1,000,000 total purchase price | Registered direct offering; beneficial ownership caps apply (4.99%/9.99%) |
| Feb 2024 | Series A Convertible Preferred (Trust) | 1,002 preferred shares | $1,002,000 | Participation by Atwood‑Edminster Trust in PIPE financing |
Employment & Contract Terms (for governance context)
- Atwood Employment Agreement (Mar 26, 2024): initial base salary $360,000; target bonus 50% of base; change‑in‑control severance equal to 3 months’ base and full equity vesting; outside change‑in‑control severance equal to 3 months’ base; death/disability equity vesting (50% of unvested). On Sep 30, 2024, transitioned to consulting, forfeiting prior options and receiving 5,080 options with performance‑based vesting; consulting fee $25,000 per quarter for 12 months .
Director Compensation (policy and realized)
| Element | Cash/Equity | Terms | Atwood Specifics |
|---|---|---|---|
| Non‑employee director annual retainer | Cash | $30,000, paid quarterly in advance | Policy adopted Mar 25, 2024; applicable to non‑employee directors (ex‑vice chair) |
| Performance‑based options to directors | Equity | 2,550 options; vest 50% on IND acceptance, 50% on ≥$1.5M financing | Company confirmed both triggers met (Dec 2, 2024; Feb 24, 2025) |
| March 2025 option grant | Equity | 35,845 options to each non‑executive director; 50% time‑based (12 months), 50% performance‑based | Company‑wide disclosure; individual allocations not broken out by name |
| Consulting consideration | Cash + Equity | $25,000 per quarter; 5,080 options with performance triggers | Atwood Consulting Agreement, post‑CEO transition |
Potential Conflicts & Related‑Party Exposure
- Direct participation in financings: Atwood purchased ~$1.0M of PFW and common warrants in Feb 2025; his trust purchased $1.002M of Series A Preferred in Feb 2024 . Proposal No. 2 seeks shareholder approval for issuance upon exercise of Feb 2025 Common Warrants, explicitly noting equity compensation to a director at less than market value under Nasdaq Rule 5635(c)—a governance sensitivity for conflicts and dilution .
- Consulting relationship while serving on the board, with performance‑contingent equity awards, raises independence and alignment considerations (board has determined Atwood is not independent) .
- Audit Committee is responsible for reviewing/approving related‑party transactions; policies exist and payments to officers/directors are reviewed quarterly .
Compensation Committee Analysis
- Composition: LaPorte (Chair), Rolfe, Patel—all independent and non‑employees .
- Use of consultants: Compensation Committee engaged a compensation consulting firm to benchmark and structure executive pay; committee responsible for selecting independent compensation consultants and assessing conflicts .
- Program features: Heavy weighting to performance‑based equity; October 1, 2024 option repricing and performance vesting linked to IND acceptance and financing—reflective of retention and milestone focus during financial stress and regulatory milestones .
Governance Assessment
- Independence risk: Atwood is not independent (prior CEO role, current consulting fees), while also participating in company financings—this combination can impair perceived board independence and investor confidence. RED FLAG .
- Pay structure signals: Use of milestone‑based option vesting (IND acceptance; financing ≥$1.5M) aligns with near‑term operational and financing goals but lacks long‑term TSR/EBITDA metrics; October 2024 option repricing is shareholder‑sensitive. RED FLAG .
- Attendance/engagement: ≥75% attendance with an active board schedule (16 meetings), suggesting engagement .
- Dilution/issuance oversight: Board is seeking approvals for warrant and preferred stock share issuances below Nasdaq minimum price, with potential significant dilution; director participation in financings heightens conflict scrutiny .
- Related‑party controls: Formal policies and Audit Committee oversight for related‑party transactions are in place; enforcement and transparency appear consistent with governance norms .
Overall: Atwood brings substantial biotech and venture expertise and significant personal capital at risk in CERo. However, non‑independence, consulting relationship, option repricing, and direct participation in dilutive financings create governance red flags that investors should monitor closely, especially around committee assignment exclusion and the approvals under Nasdaq Rules 5635(b)/(c)/(d) .