Bryan Lawrence
About Bryan Lawrence
Bryan Lawrence (age 59 as of April 25, 2025) is an independent Class III director of Cingulate, appointed on February 12, 2024, with a current term expiring at the 2027 annual meeting. He holds a PharmD from the University of Kansas and an MBA from Wharton, completed a two‑year Pharmacoeconomics Fellowship at Glaxo Inc./University of South Carolina, and has ~25 years of life sciences/healthcare experience across pharma, managed care, and consulting. The Board identifies his qualifications as life sciences, product development, and healthcare expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xcenda (division of AmerisourceBergen) | Vice President, Marketing & Business Development; one of four owners/partners during rebrand of Applied Health Outcomes to Xcenda | Not disclosed | Commercial leadership and business development for pharma clients |
| Johnson & Johnson Health Care Systems | Corporate Account Director | Not disclosed | Contracting with UnitedHealthcare across nine J&J operating companies |
| Janssen Pharmaceutica | Director, Managed Care Marketing; Aciphex Launch Team | Not disclosed | Managed care marketing; product launch support |
| Sandoz/Novartis | Pharmacoeconomics/Managed Care Outcomes Research and other roles | Not disclosed | Research-based capacities in outcomes; commercial roles |
| Navigant Consulting | Consultant | Not disclosed | Healthcare consulting |
| Applied Health Outcomes | Consultant/Partner | Not disclosed | Consulting; later rebranded to Xcenda |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Kansas School of Pharmacy | Advisory Council Member | Current | Advisory/engagement with KU Pharmacy |
Board Governance
- Committee assignments: Audit (member), Compensation (Chair), Nominating & Corporate Governance (member).
- Independence: Board determined Bryan Lawrence is independent under Nasdaq rules (also meets heightened standards for audit/compensation committee membership).
- Attendance: Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings during their service period; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet regularly (minimum two times per year) without management.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Chair | 7 |
| Nominating & Corporate Governance | Member | 1 |
Governance note: Cingulate did not have functioning Audit/Compensation/Nominating committees from December 2023 until the February 12, 2024 appointments. Committees were reconstituted in February 2024, restoring compliant oversight.
Fixed Compensation
- Director cash retainer/fees program (approved June 2024): Director Retainer $35,000; Lead Independent Director Retainer $55,000; Committee Chair retainers—Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $8,000; Committee Member retainers—Audit $7,500, Compensation $5,000, Nominating & Corporate Governance $4,000; paid quarterly in arrears; meeting fees may be authorized if meetings exceed typical volume.
| Role/Fee Element | Annual Amount ($) |
|---|---|
| Director Retainer | 35,000 |
| Lead Independent Director Retainer | 55,000 |
| Audit Committee Chair | 15,000 |
| Compensation Committee Chair | 10,000 |
| Nominating & Corporate Governance Chair | 8,000 |
| Audit Committee Member | 7,500 |
| Compensation Committee Member | 5,000 |
| Nominating & Corporate Governance Member | 4,000 |
- 2024 Director Compensation (actuals):
| Name | Cash Fees ($) | Option Awards (Grant-Date Fair Value, $) | Total ($) |
|---|---|---|---|
| Bryan Lawrence | 50,050 | 23,867 | 73,917 |
Performance Compensation
- Equity awards for non‑employee directors: Annual stock option award of 10,000 options vesting in a single installment on the first anniversary of grant; new non‑employee directors receive a 15,000‑option grant.
| Award Type | Grant Amount | Vesting | Notes |
|---|---|---|---|
| Annual Non‑Employee Director Option | 10,000 options | 100% on first anniversary of grant | Granted on annual meeting date |
| New Non‑Employee Director Option | 15,000 options | As set forth in award agreement | For initial appointment |
- Bryan Lawrence’s option position:
- Options held as of December 31, 2024: 2,846.
- Beneficial ownership footnote confirms 2,846 options currently exercisable counted in his beneficial ownership.
| Metric | Value |
|---|---|
| Options held (12/31/2024) | 2,846 |
| Options currently exercisable counted in ownership | 2,846 |
- June 2024 option grant valuation assumptions (Black‑Scholes): risk‑free rate 4.32%; expected term 5.50 years; expected volatility 1.44; dividend yield 0%; per‑option grant‑date fair value $7.72.
| Assumption (June 2024) | Value |
|---|---|
| Risk‑free interest rate | 4.32% |
| Expected term (years) | 5.50 |
| Expected volatility | 1.44 |
| Dividend yield | 0% |
| Per‑option fair value | $7.72 |
- Plan terms affecting awards: Compensation Committee has discretion to accelerate vesting/exercisability upon change‑in‑control; awards subject to forfeiture/recoupment under the company’s Compensation Recovery Policy (adopted 2023, per Nasdaq/SEC rules).
Other Directorships & Interlocks
| Company | Role | Public Listing | Overlaps/Interlocks |
|---|---|---|---|
| None disclosed | — | — | No Item 404(a) related‑party transactions involving Lawrence were disclosed at appointment; Board affirmed independence and committee eligibility. |
Expertise & Qualifications
- Education: PharmD (University of Kansas); MBA (Wharton); two‑year Pharmacoeconomics Fellowship (Glaxo Inc./University of South Carolina).
- Industry experience: Life sciences and healthcare across pharma (Janssen/Sandoz/Novartis), managed care, outcomes research, and consulting (Navigant/Applied Health Outcomes/Xcenda).
- Board‑relevant skills: Life sciences, product development, healthcare; independence; chairing Compensation Committee.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Bryan Lawrence | 2,846 | <1% | Includes 2,846 shares issuable upon exercise of stock options currently exercisable; percent based on 3,941,258 shares outstanding as of April 14, 2025 plus in‑the‑money options/warrants within 60 days. |
- Pledging/hedging: No pledging of company stock by Lawrence disclosed.
- Ownership guidelines: Corporate Governance Guidelines address stock ownership generally; specific director ownership targets or compliance status are not detailed in the proxy.
Governance Assessment
- Strengths: Independent director; serves as Compensation Committee Chair and member of Audit and Nominating, indicating high engagement; Board met 15 times in 2024, committees were active (Compensation 7, Audit 4, Nominating 1); directors attended at least 75% of meetings; all directors attended the 2024 annual meeting.
- Compensation governance: Use of independent consultant (Pay Governance LLC); Compensation Committee assessed and found no consultant conflicts in 2024; clawback policy (Recovery Policy) adopted in 2023; equity awards granted at/above market with transparent valuation assumptions.
- Alignment: Director pay mix includes cash and equity options; Lawrence holds currently exercisable options but has immaterial ownership (<1%), which limits “skin‑in‑the‑game”; no pledging disclosed.
- Conflicts/Related parties: No Item 404(a) transactions involving Lawrence; Audit Committee oversees related‑party transactions policy; notable related‑party financing/convertions involved Werth/WFIA, not Lawrence.
- RED FLAGS: Temporary committee lapse (no Audit/Comp/Nominating committees from Dec 2023 until Feb 2024) is a governance gap; Board diversity objectives noted but board lacked diverse directors as of April 26, 2024 (company stated intent to add diverse directors by Nasdaq deadline).