Stefan Loren
About Stefan D. Loren, Ph.D.
Independent director at Cellectar Biosciences since 2015 (Class III, term expiring 2026); age 61 in the 2025 proxy. Managing Director, Healthcare Investment Banking at Oppenheimer & Co. since November 2017; prior roles span buy-side, sell-side, and operating/scientific posts. Ph.D. in Organic Chemistry from UC Berkeley and B.S. in Chemistry from UC San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer & Co. | Managing Director, Healthcare Investment Banking | Nov 2017–present | Coverage/transaction execution in life sciences |
| Loren Capital Strategy (LCS) | Founder & Managing Member | Feb 2014–Nov 2017 | Strategic consulting/investments in life sciences |
| Westwicke Partners | Head of Life Science Practice | Jul 2008–Feb 2014 | IR/strategic advisory for healthcare companies |
| Perceptive Advisors | Analyst/Portfolio Manager | Not disclosed | Focus on biotech, specialty pharma, tools, services |
| MTB Investment Advisors | Analyst/Portfolio Manager | Not disclosed | Long-term equity funds |
| Legg Mason | Managing Director; Health Care Specialist/Desk Analyst; earlier sell-side analyst | Not disclosed | Idea generation/communication to clients; strategic advice to management teams |
| Abbott Laboratories (Advanced Technologies Division) | Researcher | Not disclosed | Integrated new technologies in pharma research |
| The Scripps Research Institute | Researcher (with Nobel Laureate K. Barry Sharpless) | Not disclosed | Novel synthetic routes to chiral drugs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company directorships (other than CLRB) | None disclosed | — | — |
Board Governance
- Independence: Board determined all directors except CEO (Caruso) are independent; Loren is independent and all members of Audit, Compensation, and Nominating/Governance committees are independent .
- Committee assignments:
- Nominating & Corporate Governance: Chair (met once in 2024) .
- Audit Committee: Member (Audit met 4 times in 2024) .
- Board leadership: Independent Chair (Douglas Swirsky); split Chair/CEO roles .
- Attendance: Board held 5 meetings in 2024; each director attended all Board and applicable committee meetings (100% attendance) .
- Executive sessions: Independent directors expected to meet at least twice per year .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly at $15,000 during 2024 |
| Committee chair/member fees | Not disclosed | No separate committee fees disclosed beyond Chair of Board (applies to Swirsky) |
| Meeting fees | Not disclosed | Not indicated in proxy |
Performance Compensation
| Equity Type | Grant/Accounting Date | Shares/Options | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Stock options (annual director grant) | Dec 15, 2023 (accounted as 2024 under ASC 718) | 60,000 | $2.58 | Fully vests on 1st anniversary, subject to service | $148,200 |
No RSUs/PSUs or performance metrics disclosed for director equity; awards are time-based stock options .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no insider participation .
- No other current public company directorships for Loren disclosed .
Expertise & Qualifications
- Scientific: Ph.D. Organic Chemistry (UC Berkeley); featured scientific work; research at Scripps and Abbott .
- Capital markets: Sell-side (Legg Mason), buy-side (Perceptive/MTB), and investment banking (Oppenheimer) experience across biotech and healthcare tools/services .
- Governance: Chair of Nominating & Corporate Governance Committee .
Equity Ownership
| Holder | Common Stock Outstanding | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Stefan D. Loren, Ph.D. | 0 | 107,885 | 107,885 | <1% |
Additional alignment/policies:
- Options outstanding as of 12/31/2024: 107,885 for Loren (aggregate) .
- Hedging/pledging: Prohibited by insider trading policy; no exemptions granted since adoption .
Related-Party Transactions (Conflicts)
- Company states no related-person transactions since Jan 1, 2023 involving directors/executives except specified financing with >5% holders; no transactions noted involving Loren or his affiliates .
- Auditor change and restatement oversight: Audit Committee (of which Loren is a member) oversaw the 2024 auditor transition to Deloitte and re-audit/restatement of 2022–2023; context disclosed in proxy .
Say-On-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 5,050,203 | 2,230,519 | 273,934 | 9,426,989 |
Director elections (Class II) passed; reverse split and auditor ratification also approved .
Governance Assessment
-
Strengths:
- Independence and roles: Loren is independent, chairs Nominating & Governance, and serves on Audit; Board separation of Chair/CEO adds oversight .
- Engagement: 100% attendance and active committee participation; committees met throughout 2024 (Audit 4x; Comp 2x; N&G 1x) .
- Alignment: Director pay moderately weighted to equity via one-year vesting options; hedging/pledging prohibited .
- Comp committee independence and use of independent consultant (Aon/Radford) affirmed (engaged in 2021; committee remains independent) .
-
Watch items / potential red flags:
- Company-level restatement and auditor change in 2024 (prior material weaknesses) increase scrutiny on Audit Committee effectiveness; Loren is a member (Driscoll designated as financial expert) .
- Investment banking role at Oppenheimer: no disclosed transactions with Oppenheimer; continue to monitor future capital markets activity for potential perceived conflicts. No related-party ties disclosed for Loren .
-
Compensation structure signals:
- Director compensation comprised of fixed cash retainer and time-based options (no performance-conditioned equity), consistent with small-cap biotech norms; no separate committee chair fees disclosed for N&G chair .
-
Ownership/skin-in-the-game:
- Beneficial ownership via options (<1%); no pledged shares and hedging prohibited .
-
Overall implication:
- Loren brings deep scientific and capital markets expertise with strong engagement and independent status. The audit restatement history elevates the importance of continued robust audit oversight by the committee (where Loren serves) and transparent remediation updates to sustain investor confidence .