Steven Nathan
Gossamer BioAbout Steven Nathan
Independent director (Class I) since March 2024; age 66. Medical Director of Inova’s Advanced Lung Disease and Lung Transplant Programs since 1996 and Professor of Medical Education at the University of Virginia since 2020. Board-certified in pulmonary diseases, critical care medicine, and internal medicine; co‑editor of two books on idiopathic pulmonary fibrosis (IPF), reviewer for multiple journals, and editorial board member for Thorax. M.B.B.cH., University of Witwatersrand Medical School; board determined independent under Nasdaq rules and not party to any related‑party transaction requiring Item 404(a) disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inova Health System | Medical Director, Advanced Lung Disease Program & Lung Transplant Program | 1996–present | Led advanced lung disease programs; steering committees for IPF and pulmonary hypertension clinical trials |
| University of Virginia | Professor of Medical Education | 2020–present | Academic leadership and education |
| FDA advisory boards & trial steering committees | Member | Various years | Advisory roles for IPF and pulmonary hypertension trials |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Thorax (respiratory & critical care journal) | Editorial Board Member | Current | Reviewer and editorial responsibilities |
| Professional associations | Member | Current | American Thoracic Society; American College of Chest Physicians; International Society for Heart and Lung Transplantation |
Board Governance
| Item | Detail |
|---|---|
| Board class | Class I director; re‑elected June 25, 2025 for term expiring at 2028 annual meeting |
| Independence | Independent (Nasdaq) |
| Committees | Nominating & Corporate Governance Committee member; chair: Sandra Milligan, M.D., J.D. (committee met twice in FY2024). Not on Audit or Compensation committees |
| Board leadership | Lead Independent Director: Thomas Daniel, M.D.; executive sessions led by Lead Independent Director |
| Board/committee meetings | Board met 6 times in FY2024; each director attended ≥75% of board and committee meetings during their service |
| Annual meeting attendance | “All but one” directors attended 2024 annual meeting (not individually identified) |
| Shareholder support (2025 election) | For votes: 114,441,599; Withheld: 15,159,467; Broker non‑votes: 47,116,188 |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 34,077 |
| Notes | Program rates in 2024: Annual board retainer $40,000; committee member retainers—Audit $7,500, Compensation $6,000, Nominating & Corporate Governance $4,000. In Feb 2025, rates increased to Audit member $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000; chair retainers increased to Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $10,000 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Stock option (initial non‑employee director grant) | March 11, 2024 | 230,000 | Vests monthly over 3 years | 250,838 | |
| Annual director option framework | Annual | 115,000 (typical annual grant) | Vests at earlier of first anniversary or next annual meeting | N/A | Awards granted to non‑employee directors vest upon a change in control |
No director performance metrics (e.g., revenue/EBITDA/TSR) apply to non‑employee director equity awards; options are time‑based per director program .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Board determined independent; no related‑party transactions under Item 404(a) |
Expertise & Qualifications
- Deep clinical expertise in pulmonary hypertension and interstitial lung disease; >500 publications; leadership of advanced lung disease and transplant programs .
- Regulatory and clinical trial governance experience via FDA advisory boards and trial steering committees .
- Editorial and peer‑review credentials via Thorax board membership .
- Medical education leadership (UVA Professor) .
Equity Ownership
| Ownership Element | Amount/Detail |
|---|---|
| Beneficial ownership (as of April 28, 2025) | 95,833 shares underlying options exercisable within 60 days; <1% of outstanding |
| Options outstanding (12/31/2024) | 230,000 (director stock options) |
| Hedging/pledging | Company policy prohibits pledging and hedging, margin purchases, short sales, and derivative transactions in company stock for directors |
| Ownership guidelines | Not disclosed for directors in proxy; director compensation capped at $750,000 ($1,000,000 in initial year) under plan limits |
Say‑on‑Pay & Shareholder Feedback
| Meeting | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 Annual Meeting (June 6, 2024) | 115,985,182 | 40,356,919 | 5,831,133 | 28,757,285 |
| 2025 Annual Meeting (June 25, 2025) | 125,358,485 | 3,769,651 | 472,930 | 47,116,188 |
Compensation Committee Analysis (Context)
- Committee composition (independent): Russell Cox (Chair), Thomas Daniel, M.D., and Sandra Milligan, M.D., J.D.; met six times in FY2024 .
- Independent consultant: Alpine Rewards engaged; peer group refreshed in 2024 for benchmarking; committee applies clawback policy consistent with SEC/Nasdaq rules .
Governance Assessment
-
Alignment signals:
- Independent status; no related‑party transactions under Item 404(a) .
- High shareholder support in 2025 director election (largest “For” among Class I nominees) .
- Board and committee engagement: Board met 6 times; each director ≥75% attendance; Nominating & Corporate Governance met twice .
- Prohibition on hedging and pledging enhances alignment .
-
Compensation & incentives:
- 2024 director pay heavily equity‑based ($34,077 cash vs $250,838 option fair value), consistent with investor alignment via at‑risk pay .
- Director awards accelerate upon change in control (single‑trigger vesting) – note for takeover scenarios .
-
RED FLAGS / Risk indicators:
- Plan allows option/SAR repricing by administrator without stockholder approval (shareholder‑unfriendly feature) .
- Evergreen provision extended to 2035 and additional 11,350,000 shares reserved; monitoring dilution/overhang warranted .
- Committee and member fees increased in Feb 2025; modest pay inflation—track year‑over‑year mix and total director comp .
-
Interlocks/conflicts:
- No public company directorships disclosed; independence affirmed; no Item 404(a) transactions for Nathan .
-
Shareholder feedback:
- Strong say‑on‑pay support improved markedly in 2025 vs 2024, indicating better investor alignment on executive pay structures (counts shown above) .
Overall: Steven Nathan adds domain expertise in PH/ILD directly relevant to GOSS’s seralutinib programs; governance profile shows independence, committee participation (Nominating & Corporate Governance), and reasonable engagement. Monitor single‑trigger director award acceleration, evergreen-driven dilution, and plan repricing authority for broader governance optics .