Steven A. Elms
About Steven A. Elms
Steven A. Elms, age 61, is Chairman of the Board of Elevation Oncology, Inc. (ELEV) and has served since May 2019; he also served as Interim CEO from May 2019 to November 2020. He is Managing Partner at Aisling Capital (joined in 2000), and earlier was a principal in life sciences investment banking at Chase H&Q. He holds a B.A. in Human Biology from Stanford University and an M.B.A. from the Kellogg School of Management at Northwestern University . The Board determined Elms is an independent director under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevation Oncology, Inc. | Chairman of the Board | May 2019–present | Chair, Nominating & Corporate Governance Committee; Member, Audit Committee |
| Elevation Oncology, Inc. | Interim Chief Executive Officer | May 2019–Nov 2020 | Leadership transition; maintained board oversight |
| Aisling Capital | Managing Partner | 2000–present | Life sciences investing; governance experience |
| Chase H&Q (Hambrecht & Quist) | Principal, Life Sciences Investment Banking | Prior to 2000 (dates not disclosed) | Capital markets and advisory expertise |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ADMA Biologics, Inc. | Director | Since July 2007 | Committee roles not disclosed |
| Marker Therapeutics, Inc. | Director | Since August 2019 | Committee roles not disclosed |
| Zosano Pharma Corporation | Director (prior) | May 2018–May 2022 | Prior public board service |
| Loxo Oncology, Inc. | Director (prior) | July 2013–Feb 2019 | Prior public board service |
| Ambit Biosciences Corporation | Director (prior) | 2001–2014 | Prior public board service |
| MAP Pharmaceuticals, Inc. | Director (prior) | 2004–2011 | Prior public board service |
Board Governance
- Structure: CEO and Chair roles are separated (CEO: Joseph J. Ferra, Jr.; Chair: Steven A. Elms), enhancing oversight independence .
- Independence: Elms is one of six independent directors out of seven incumbents .
- Committees: Chair, Nominating & Corporate Governance; Member, Audit .
- Attendance: In 2024, no incumbent directors attended fewer than 75% of Board and applicable committee meetings; all continuing directors attended the 2024 annual meeting .
- Meeting cadence (FY2024): Board (4); Audit (4); Compensation (5); Nominating & Corporate Governance (1); R&D (4). Independent directors met separately without management on a regular basis .
Fixed Compensation
| Component | Program Terms (Non-Employee Directors) | Source |
|---|---|---|
| Annual cash retainer | $40,000 to each non-employee director | |
| Board Chair cash retainer | +$30,000 annual | |
| Committee Chair fees | Audit: +$15,000; Compensation: +$10,000; Nominating & Corporate Governance: +$8,000; R&D: +$10,000 | |
| Committee member fees (non-chair) | Audit: +$7,500; Compensation: +$5,000; Nominating & Corporate Governance: +$4,000; R&D: +$5,000 | |
| Meeting fees | Not disclosed |
| Steven A. Elms – 2024 Director Compensation | Amount (USD) | Source |
|---|---|---|
| Fees earned or paid in cash | $85,761 | |
| Option awards (grant-date fair value, ASC 718) | $83,305 | |
| Total | $169,066 |
Performance Compensation
| Element | Terms | Source |
|---|---|---|
| Initial equity grant (new non-employee directors) | Stock options for 70,000 shares, vest monthly over 36 months if service continues | |
| Annual equity grant | Stock options for 35,000 shares at each annual meeting; vest in full at 1 year if service continues | |
| Change-in-control treatment | Equity awards vest in full upon a change in control or certain other events | |
| Performance metrics tied to director pay | Not disclosed (director equity is service-based; no TSR/financial metrics specified) |
Other Directorships & Interlocks
| Company | Relationship to ELEV | Interlock/Conflict Notes |
|---|---|---|
| ADMA Biologics, Inc. | External public board; Elms as director since 2007 | No ELEV-related transactions disclosed; Board policy governs related-party review |
| Marker Therapeutics, Inc. | External public board; Elms as director since 2019 | No ELEV-related transactions disclosed; Board policy governs related-party review |
Expertise & Qualifications
- Capital markets and life sciences investing expertise (Aisling Capital Managing Partner; prior Chase H&Q IB) .
- Extensive public company board experience across biopharma (current: ADMA, Marker; prior: Loxo, Ambit, MAP, Zosano) .
- Academic credentials in biology and business (Stanford BA; Northwestern Kellogg MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown | Source |
|---|---|---|---|---|
| Steven A. Elms (incl. Aisling entities) | 2,913,005 | 4.9% | 2,834,910 shares held by Aisling Fund IV; 78,095 options exercisable within 60 days held by Elms for benefit of Aisling Fund IV | |
| Options outstanding (director table) | 113,095 options outstanding (aggregate) | n/a | Total options Elms holds as director; fair value of 2024 grant $83,305 |
- Hedging and pledging: Company insider trading policy prohibits hedging transactions; pledging not referenced; no pledging disclosures for Elms .
- Ownership guidelines: Director ownership guidelines not disclosed; compliance status not disclosed .
Governance Assessment
- Positive signals: Separation of Chair and CEO improves oversight; Elms designated independent; independent consultant (Alpine Rewards) engaged by Compensation Committee for director and executive pay review; no related-party transactions reported since Jan 1, 2023; strong attendance across Board and committees in 2024 .
- Potential conflicts: Elms’ role as Managing Partner of Aisling Capital, which beneficially holds ~4.9% of ELEV, and his Chairmanship of Nominating & Corporate Governance and membership on Audit, warrant ongoing monitoring for conflicts (Board independence review explicitly considered beneficial ownership) .
- Compensation alignment: Director equity awards are service-based stock options with standard vesting and full acceleration on change in control; absence of performance metrics (e.g., TSR or operational KPIs) in director pay; cash retainers include chair/membership fees aligned with workload .
- RED FLAGS: None identified in proxy regarding related-party transactions, hedging/pledging, or low attendance; continue to monitor for Aisling-related transaction exposure and for changes to compensation structures or equity award modifications .
Notes:
- Board & committee composition changes on April 5, 2024: Elms appointed Chair of Nominating & Corporate Governance Committee; committee memberships updated .
- ELEV is an Emerging Growth Company and Smaller Reporting Company and does not hold advisory say-on-pay votes, reducing a channel for shareholder feedback on compensation design .
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