Richard Lindahl
About Richard S. Lindahl
Richard S. Lindahl, MBA, is an independent director of Compass Therapeutics (joined April 2023) and serves as Audit Committee Chair and the Board-designated “audit committee financial expert.” He holds an MBA from the University of Virginia Darden School and a BA in computer science from Dartmouth College . He is a Class III director with a term expiring at the 2026 annual meeting; his age was 60 as of April 18, 2024 . The Board determined Audit Committee members (including Lindahl) are independent under SEC and Nasdaq rules, and the committee collectively has financial and auditing expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emergent BioSolutions, Inc. | EVP, CFO & Treasurer | Mar 2018–present | Senior public-company finance leadership |
| CEB Inc. | CFO; Principal Accounting Officer (through Jul 2015) | 2009–2017 | Public-company CFO experience |
| Sprint Nextel Corporation | SVP & Treasurer; earlier VP & Treasurer | 2006–2008; 2005–2006 | Corporate finance/treasury leadership |
| Nextel Communications, Inc. | Treasurer; FP&A roles | 1997–2005 | Finance leadership in telecom |
| Prior: Pocket Communications; MCI Communications; Deloitte & Touche; Casher Associates | Various positions | — | Early career in audit/finance/telecom |
External Roles
| Organization | Role | Public Company Directorship? | Notes |
|---|---|---|---|
| Emergent BioSolutions, Inc. | EVP, CFO & Treasurer | Not disclosed as a director | External executive role (not a board seat) |
| Other public company boards | — | None disclosed | CMPX proxy does not list other public directorships for Lindahl |
Board Governance
- Board class/term: Class III; term expires at the 2026 annual meeting .
- Committee assignments (current): Audit Committee Chair; Audit members: Lindahl (Chair), James Boylan, Ellen Chiniara. Compensation Committee: Chair Carl Gordon; members Philip Ferneau, Mary Ann Gray (2025 proxy list). Nominating & Corporate Governance: Chair Philip Ferneau; member Ellen Chiniara .
- Independence: Audit Committee members, including Lindahl, are independent under SEC/Nasdaq; Lindahl designated “Audit Committee financial expert” .
- Attendance: In 2024, the full Board met 6 times and each director attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting . Audit Committee met 4 times in 2024 with each then-member attending at least 75% . Nominating & Corporate Governance met 3 times in 2024 with 100% attendance . Compensation Committee met 4 times in 2024 with each member attending at least 75% .
- Related parties oversight: Audit Committee reviews/approves related person transactions; no related-party transactions since Jan 1, 2022 meeting the disclosure threshold, beyond compensation and disclosed items .
Fixed Compensation
- Standard director cash retainer structure (implemented 2024):
- Annual director retainer $45,000; Chair of Board $15,000; Audit Chair $10,000; Committee memberships (Audit/Comp/NomGov) $5,000 each; paid quarterly .
- Lindahl’s director cash compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 41,250 | 55,000 |
| Stock Awards ($) | — (none issued in 2023) | — |
| Option Awards ($) | 106,666 (grant date fair value) | 45,683 (grant date fair value) |
| Total ($) | 147,916 | 100,683 |
Notes: 2023 proxy states “No stock awards were issued in 2023” . Option award values reflect grant date fair value under ASC 718 (not actual realized value) .
Performance Compensation
- Director equity program (non-employee directors): New directors receive options to purchase 50,000 shares at appointment; annual target option grant is 40,000 shares; vesting in substantially equal monthly installments over 4 years, subject to Board approval .
- Lindahl equity context: As of Dec 31, 2023, held 50,000 unexercised options (consistent with initial appointment grant in Apr 2023) .
| Element | Grant Size | Vesting | Performance Conditions |
|---|---|---|---|
| Initial appointment option | 50,000 options | Monthly over 48 months | None disclosed (time-based vesting) |
| Annual director option | 40,000 options target | Monthly over 48 months | None disclosed (time-based vesting) |
| 2024 Stock awards to directors | Not applicable | — | No stock awards shown in 2024 director table |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Lindahl in CMPX’s proxy .
- Compensation Committee interlocks: Company discloses no interlocks among Compensation Committee members (FY2024) .
- Potential external ties: Lindahl is an executive at Emergent BioSolutions; CMPX reports no related-party transactions since Jan 1, 2022 under its policy .
Expertise & Qualifications
- Credentials: MBA (UVA Darden); BA, Computer Science (Dartmouth) .
- Designations: Audit Committee financial expert under SEC rules .
- Domain expertise: Multi-cycle public-company CFO, treasury, capital markets, accounting oversight; prior roles at CEB, Sprint Nextel/Nextel, MCI, Deloitte .
Equity Ownership
- Beneficial ownership (as defined by SEC rules; includes options exercisable within 60 days):
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Shares Beneficially Owned (Lindahl) | 16,048 | 41,062 |
| % of Outstanding Shares | <1% (outstanding 137,589,171) | <1% (outstanding 138,282,498) |
| Unexercised Options (as of 12/31 prior year) | 50,000 (12/31/2023) | — |
- Pledging/hedging policy: Company insider trading policy prohibits short sales and derivative transactions; derivative transactions require prior Audit Committee approval; policy highlights risks of margin/pledged securities (no blanket pledge ban disclosed) .
Governance Assessment
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Strengths:
- Finance/accounting depth with public-company CFO pedigree; designated Audit Committee financial expert and serves as Audit Chair—positive for oversight and investor confidence .
- Independence affirmed for Audit Committee; no related-party transactions disclosed since 2022 threshold—low conflict profile .
- Engagement: Board met 6 times in 2024 with ≥75% attendance for each director; Audit met 4 times with ≥75% attendance; Nominating had 100% attendance—solid engagement .
- Pay structure moderate for micro/small-cap biotech: cash retainer plus time-vested options aligns with long-term value creation; no 2024 stock awards for directors .
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Watch items / potential red flags:
- Low personal ownership (<1%) limits “skin in the game,” though typical for newer independent directors; ownership rose from 16,048 to 41,062 between Mar 2024 and Mar 2025 .
- Director equity is time-based options (no performance conditions), which can dilute without explicit performance hurdles; however, options only have value if stock price appreciates .
- Company permits derivative transactions only with prior Audit Committee approval; policy warns of pledging/margin risks but does not explicitly prohibit pledging—investors may prefer explicit bans .
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Overall: Lindahl’s profile (audit chair, financial expert, public CFO experience) bolsters board effectiveness and financial oversight. No related-party exposures identified; attendance and committee activity are adequate to strong. Compensation is conventional and largely aligned via options, albeit without performance conditions .