Steven Salamon
About Steven Salamon
Independent director at Delcath Systems, Inc. since 2020; age 59. Co‑founder and Portfolio Manager at Rosalind Advisors, Inc. (life sciences hedge fund) with prior equity research roles and engineering background. Education: MBA, Ivey Business School; BASc in Engineering Physics, University of Toronto . Serves in Class III with term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rosalind Advisors, Inc. | Co‑founder; Portfolio Manager | Since 2006 | Investor perspective; board appointment rights via shareholder agreement |
| HSBC Securities | Equity Analyst | Prior to MBA (dates not specified) | Coverage of equities; research background |
| RBC Capital Markets (formerly RBC Dominion Securities) | Equity Analyst | Prior to MBA (dates not specified) | Sell‑side research experience |
| Chrysler Corporation | Product Engineer | Prior to MBA (dates not specified) | Manufacturing and engineering exposure |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Rosalind Advisors, Inc. | Co‑founder; Portfolio Manager | 2006 | Life sciences‑focused investment manager; co‑founder with director Gilad Aharon |
Board Governance
- Independence: Board determined Salamon is independent under Nasdaq rules .
- Committee assignments:
- Audit Committee member; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee Chair .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Non‑Executive Chairman separate from CEO .
| Governance Item | Detail |
|---|---|
| Director Class/Term | Class III; term to 2027 annual meeting |
| Independence | Independent (Nasdaq definition) |
| Audit Committee | Member; financial expert |
| Nominating Committee | Chair |
| 2024 Meeting Attendance | ≥75% Board/committee meetings; attended 2024 annual meeting |
| Board Size | Six directors |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Increased from $43,000 effective May 23, 2024 |
| Chairman of the Board retainer | $25,000 | Not applicable to Salamon |
| Audit Committee – Chair | $20,000 | |
| Audit Committee – Member | $10,000 | Salamon receives member fee |
| Compensation Committee – Chair | $15,000 | |
| Compensation Committee – Member | $7,500 | |
| Nominating Committee – Chair | $10,000 | Salamon receives chair fee |
| Nominating Committee – Member | $5,000 |
| 2024 Director Cash & Equity | Fees Earned (Cash) | Option Awards (Grant‑date Fair Value) | Total |
|---|---|---|---|
| Steven Salamon | $65,783 | $138,347 | $204,130 |
- Annual director equity grants: Options under 2020 Plan; vest in 12 equal monthly installments; grant sizes set by Board with FW Cook input .
Performance Compensation
| Equity Vehicle | Grant Practice | Vesting | Limits/Policy |
|---|---|---|---|
| Non‑employee director options | Annual grants under 2020 Plan, sized via FW Cook recommendation | 12 equal monthly installments, service‑based | Single director annual cap of $750,000 aggregate cash+equity value between annual meetings (fair value at grant) |
| Change‑in‑control treatment | No automatic acceleration if awards are assumed/replaced; acceleration only if involuntary termination without cause within 12 months post‑CIC unless otherwise specified | As per award agreements | Plan prohibits repricing without shareholder approval |
- No director‑specific performance metrics (e.g., TSR or financial goals) disclosed for equity awards; director options are time‑based .
Other Directorships & Interlocks
| Entity/Relationship | Nature of Interlock/Role | Governance Implication |
|---|---|---|
| Rosalind Advisors / Rosalind Master Fund L.P. & Rosalind Opportunities Fund I L.P. | Salamon and Aharon are co‑founders/PMs; Board Appointment Agreement placed both on Delcath’s Board in April 2020 | Significant shareholder representation on Board; potential conflict requires robust related‑party oversight |
| Related party financings | Rosalind entities participated in 2023 Series F private placement (preferred + warrants) | Ongoing RPT monitoring via Audit Committee policy |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation .
- Investment/markets: Portfolio management and equity research background .
- Technical/operations: Engineering physics degree; product engineering experience .
- Education: MBA (Ivey); BASc (University of Toronto) .
Equity Ownership
| Holder | Security | Amount | Percent of Class |
|---|---|---|---|
| Steven Salamon (beneficial) | Common Stock | 3,379,668 | 9.99% |
| Steven Salamon | Options exercisable ≤60 days | 80,182 | — |
| Steven Salamon | Common Stock held directly | 82,197 | — |
| Rosalind (group attribution) | Common + warrants (beneficial by group) | 2,900,389 common; 1,723,919 common via warrants | Blockers: 9.99% (preferred) and 4.99% (warrants) |
- Anti‑hedging/pledging: Company prohibits hedging and pledging of company securities by directors .
- Ownership includes shared beneficial interest through Rosalind; blockers limit conversion/voting to avoid control thresholds .
Insider Trades
| Date | Security | Quantity | Consideration |
|---|---|---|---|
| March 19, 2024 | Common Stock (private placement) | 26,882 | $100,001.04 |
- Related party private placements: Rosalind entities purchased preferred/warrants on March 29, 2023 (aggregate $2.15M) .
Board Governance Assessment
- Alignment: High ownership (9.99%) aligns incentives; anti‑hedging/pledging strengthens alignment .
- Expertise: Audit financial expert with investment and engineering background enhances committee effectiveness .
- Engagement: Attendance threshold met; annual meeting participation disclosed .
- Compensation structure: Balanced cash retainer and at‑risk options with grant cap; no repricing; reasonable director pay level ($204k total in 2024) .
- Related‑party exposure: RED FLAG—co‑founder of significant shareholder (Rosalind) and beneficiary of Board Appointment Agreement; participation by Rosalind in financings necessitates continued robust Audit Committee oversight and adherence to RPT policy .
- Committee roles: As Nominating Chair and Audit member, ensure independence standards and RPT reviews are rigorously applied; the Board affirms independence under Nasdaq rules .
- Equity plan governance: Strong clawback policy compliance; change‑in‑control terms avoid single‑trigger acceleration; option repricing prohibited without shareholder approval .
Key investor signals: Significant skin‑in‑the‑game coupled with shareholder representation can be positive for alignment but raises governance risk if related‑party transactions are not scrupulously managed; current disclosures show formal RPT policies and independent Audit/Nominating oversight in place .