Robert Watson
CEL SCIAbout Robert Watson
Robert Watson (age 68) has served as an independent director of CEL-SCI (CVM) since December 2017. He currently chairs the Audit Committee and is designated the audit committee’s financial expert. Watson’s background spans 40+ years in healthcare information technology leadership roles; he holds an MBA from The Wharton School and a BA from Syracuse University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juvare, LLC (f/k/a Intermedix) | President & CEO | Jul 2017 – Jul 2023 | Led growth and transactions in healthcare IT; remains a Director |
| NantHealth (Nasdaq: NH) | President & Chief Growth Officer | Jan 2015 – May 2017 | Senior commercial leadership at public healthcare IT company |
| Streamline Health (Nasdaq: STRM) | President & CEO | Jan 2011 – Jan 2015 | CEO of public healthcare IT company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Health Gorilla | Executive Chairperson & CEO | Current | Healthcare IT company leadership |
| Juvare, LLC | Director | Current | Board role following CEO tenure |
Board Governance
- Independence: Determined independent under NYSE American rules .
- Committees: Audit (Chair), Compensation (Member), Nominating & Governance (Member) .
- Audit Committee financial expert designation: Robert Watson .
- Board meetings FY2024: 5 meetings; all directors attended 4 of 5, and four directors attended the remaining meeting .
- Audit Committee FY2024: 5 meetings; Watson attended all 5 .
- Compensation Committee FY2024: Formally met once .
- Annual meeting attendance: All board members attended the April 19, 2024 annual shareholders’ meeting .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Director Fees – Robert Watson ($) | $57,500 | $60,859 |
Performance Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Option Awards – Grant Date Fair Value ($) | $78,330 | $87,131 |
| Option Grant | Grant Date | Options Granted | Exercise Price | Expiration | Vesting Policy |
|---|---|---|---|---|---|
| Director option (annual grant) | 8/8/2023 | 64,000 | $1.36 | 8/7/2033 | Company policy: pro rata vesting at end of each of the following three years |
| Director option (annual grant) | 4/19/2024 | 64,000 | $1.50 | 4/18/2034 | Company policy: pro rata vesting at end of each of the following three years |
Notes on director equity structure: CEL-SCI grants non-qualified stock options to directors at market exercise prices; plan requires minimum one-year vesting and prohibits repricing except in structural events .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in proxy (current roles at Health Gorilla and Juvare are noted; neither is identified as a public company) . |
| Committee interlocks | None during FY2024; no cross-membership with entities where CEL-SCI executives serve as directors or committee members . |
Expertise & Qualifications
- Financial acumen and relevant industry expertise cited by the board as rationale for his nomination .
- Audit leadership: Chair and financial expert of the Audit Committee .
- Transactional track record: ~75 acquisitions, ~$750M capital raised, three public offerings, five company sales across healthcare IT leadership roles .
- Education: MBA (Wharton), BA (Syracuse University) .
Equity Ownership
| Ownership Metric | FY2023 | FY2024/Record |
|---|---|---|
| Beneficial Shares Owned | 329,098 (less than 1%) | 413,099 (less than 1%) |
| Exercisable Options/Warrants (near-term) | 324,667 exercisable by 6/30/2024 | 388,668 exercisable by 7/15/2025 |
| Shares Pledged as Collateral | Not disclosed in proxy for Mr. Watson |
Governance Assessment
- Strengths
- Independent director with deep healthcare IT and finance experience; serves as Audit Chair and financial expert, enhancing board oversight of reporting and controls .
- Strong committee engagement: perfect Audit Committee attendance (5/5) in FY2024, signaling active oversight .
- Meaningful equity alignment through recurring option grants and beneficial ownership, though percentage of outstanding shares remains below 1% .
- Watch items / potential red flags
- Compensation Committee met only once in FY2024, which may be light given ongoing equity grant activity and evolving compensation practices .
- Director compensation mix skews toward options; 2024 option award fair value increased year over year ($78,330 → $87,131), warranting monitoring of dilution and pay-for-performance alignment .
- Board meeting attendance disclosure is aggregate; specific board attendance details for Mr. Watson (beyond audit) are not itemized, limiting transparency on full-board engagement .
- Conflicts/related-party exposure
- No compensation committee interlocks or related-party transactions involving Mr. Watson disclosed for FY2024 .
- Communications to whistleblower channel for Audit Committee are directed to Mr. Watson, reinforcing independent oversight stature rather than conflict .
Board Governance Details
| Item | Data |
|---|---|
| Independence | Independent under NYSE American rules |
| Committees | Audit (Chair), Compensation (Member), Nominating & Governance (Member) |
| Audit Committee Meetings (FY2024) | 5; Watson attended all 5 |
| Compensation Committee Meetings (FY2024) | 1 (members: Baillavoine, Watson, Gobbo) |
| Board Meetings (FY2024) | 5; all directors attended 4 of 5; four directors attended the remaining meeting |
| Annual Meeting Attendance | All board members attended April 19, 2024 meeting |
| Tenure Start Date | December 2017 |