Michael Bator
About Michael G. Bator
Independent non‑executive Chairman of the Board at CytoSorbents (CTSO) since June 2023; Director since 2015. Age 61. MBA in Finance from Wharton and BA from Princeton; founder/partner at Quartz Advisory Group (capital markets investment bank). Prior roles include CFO of Trek Therapeutics (2015–2016) and Managing Director, Healthcare Research at Jennison Associates (2001–2015). Background spans capital markets, healthcare investing, and consulting (Cambridge Pharma Consultancy, Lexington Strategy, BCG).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jennison Associates | Managing Director, Healthcare Research | Jan 2001 – Feb 2015 | Led healthcare investment research; institutional capital markets experience |
| Trek Therapeutics | Chief Financial Officer | Apr 2015 – Dec 2016 | Early-stage biotech finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quartz Advisory Group, LLC | Founder & Partner | Ongoing | Capital markets investment bank |
| 3DBio Corporation (private) | Director | Since Mar 2015 | Bioprinted cartilage implants; private company (no public interlock) |
| Florence‑Health | Founder & Director | Since 2018 | Online nursing portal |
Board Governance
- Board leadership: Independent non‑executive Chairman (Bator) with CEO (Chan) as management lead; Chair calls executive sessions of independent directors and attends committee meetings. Governance balance and oversight of succession, risk, strategy.
- Independence: Board determined Bator is independent under Nasdaq listing standards.
- Committees (2024):
- Audit Committee member; 6 meetings, all members attended.
- Compensation Committee Chair; 1 meeting, all members attended.
- Not a member of Nominating & Corporate Governance (members: Sobel, Jones, Kim); 1 meeting, all attended.
- Attendance: Board met 15 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting. Prior year Board met 21 times (2023) with similar attendance compliance.
- Shareholder voting signals (2025 Annual Meeting): Bator received 19,687,559 “For”, 2,705,796 “Against”, 258,199 “Abstain”; Say‑on‑Pay approved with 18,189,951 “For”, 1,720,512 “Against”, 2,741,091 “Abstain”.
Board Activity – Meeting Counts and Attendance
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings (#) | 21 | 15 |
| Board attendance ≥75% (all directors) | Yes | Yes |
| Audit Committee meetings (#) | 6 | 6 |
| Compensation Committee meetings (#) | 5 | 1 |
| Nominating & Governance meetings (#) | 1 | 1 |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Annual retainer policy – Chairman | $77,168 | $77,168 |
| Committee chair fee (per year) | $26,458 | $26,458 |
| Committee member fee (per committee, per year) | $13,229 | $13,299 |
| Fees Earned or Paid in Cash | $68,074 | $116,855 |
| Stock Awards ($) | — | — |
| Option Awards ($) (grant‑date fair value) | $93,628 | $28,320 |
| Total Director Compensation | $161,702 | $145,175 |
- Cash retainer structure implies Bator’s 2024 cash fees align with: Chairman retainer ($77,168) + Compensation Chair fee ($26,458) + Audit member fee ($13,299).
Performance Compensation
| Grant Year | Award Type | Shares | Exercise Price | Vesting Schedule | Expiration | Grant‑Date Fair Value |
|---|---|---|---|---|---|---|
| 2023 | Stock Options | 40,000 | $3.53 | Vests in full on 1st anniversary (time‑based) | 07‑07‑2033 | $93,628 |
| 2024 | Stock Options | 44,000 | $0.9550 | Vests in four equal quarterly installments over one year (time‑based) | 04‑02‑2034 | $28,320 |
- No director performance metrics disclosed for equity (awards are time‑based; no TSR/financial hurdles for directors).
Other Directorships & Interlocks
| Organization | Role | Tenure | Interlocks/Transactions with CTSO |
|---|---|---|---|
| 3DBio Corporation | Director | Since Mar 2015 | None disclosed (private company) |
| Florence‑Health | Founder & Director | Since 2018 | None disclosed |
| Quartz Advisory Group, LLC | Founder & Partner | Ongoing | No related‑party transactions disclosed in 2024; Audit Committee reviews/approves any such transactions ≥$120k |
Expertise & Qualifications
- Capital markets and healthcare investing expertise; senior buy‑side research leadership.
- Operational finance experience as CFO in biotech; strategic consulting background.
- MBA (Wharton); BA (Princeton); deep healthcare domain knowledge and governance experience.
Equity Ownership
| Metric | As of Apr 12, 2024 | As of Apr 17, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 181,676 | 307,434 |
| Ownership % of shares outstanding | <1% | <1% |
| Common shares directly owned | 56,094 | 81,973 |
| Series B right warrants | 13,157 | 29,036 |
| Stock options exercisable within 60 days | 112,425 | 196,425 |
| Hedging/pledging of company stock | Prohibited by policy | Prohibited by policy |
Governance Assessment
- Strengths: Independent Chair with active governance remit; independence confirmed under Nasdaq; strong committee leadership (Compensation Chair; Audit member); robust attendance; explicit prohibition of hedging/pledging; shareholder support for director election and Say‑on‑Pay in 2025.
- Compensation mix: Shift toward cash (fees up from $68k to $117k) with lower equity ($94k → $28k), reflecting emphasis on fixed board pay and modest option grants; aligns director incentives with time‑based service rather than performance risk.
- Compensation oversight: Committee is independent (Bator, Kim); no interlocks or insider participation; consultant use robust historically (Radford), though 2024 compensation review was deferred.
- Related‑party transactions: None disclosed in 2024; policy requires Audit Committee review and approval of any ≥$120k; ongoing monitoring advisable given Quartz Advisory affiliation (no transactions disclosed).
- Say‑on‑Pay and investor sentiment: Broad approval; director “Against” votes notable but not atypical for micro‑cap life sciences; continued engagement recommended.
RED FLAGS
- No compensation clawback policy implemented as of 2024/2025 (modern governance standard increasingly expects clawbacks tied to financial restatements).
- Elevated equity plan overhang dilution increased after 2024 Plan Amendment request (board‑wide, not director‑specific); continued scrutiny of equity usage advisable.
- Director equity awards are time‑based (no performance hurdles); while common for directors, lacks explicit performance linkage.