Lee Flowers
About Lee Flowers
Senior Vice President of Business Development at HCW Biologics since September 2019; age 79 as of April 22, 2025. Prior roles include executive leadership in diagnostics and life sciences; education: bachelor’s degree in zoology from the University of Kentucky. Executive officers serve at the discretion of the board; HCWB is an emerging growth company and does not conduct say‑on‑pay votes, limiting disclosure of non‑NEO compensation and pay‑for‑performance alignment in proxies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCW Biologics | SVP, Business Development | Sep 2019–present | BD leadership; licensing and financing support; serves at board’s discretion |
| Sunol Molecular, Inc. | CEO | 2001–2002 | Led biotech ops and commercialization efforts |
| Continuum Electro‑optics, Inc. | CEO | 1997–2001 | Ran optics company; executive management |
| Dade International (Baxter spin‑off) | EVP | 1994–1996 | Senior leadership in diagnostics; post‑merger integration |
| Baxter Diagnostics (Baxter International) | VP, Venture Development | 1993–1994 | New venture initiatives within diagnostics |
| Baxter Diagnostics (Baxter International) | Division President | 1992–1993 | Operational leadership of division |
| American Hospital Supply/Baxter merged entity | VP, Global Marketing (Dade Division) | 1990–1991 | Global marketing for Dade division |
| American Hospital Supply/Baxter merged entity | VP, Sales & Marketing (Paramax Systems) | 1986–1989 | Commercial leadership for Paramax Systems |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HRS Consulting, Inc. | Co‑Founder | 2009–present | Service Disabled Veteran Owned Small Business; acquired healthcare business of Convergent HRS |
| Convergent HRS, LLC | Co‑Founder | 2007 | Established healthcare services unit later acquired by HRS Consulting |
| Convergent Knowledge Solutions, LLC | Co‑Founder | 2003 | Founded knowledge solutions business later integrated into HRS Consulting |
Fixed Compensation
- Not a named executive officer (NEO) in HCWB’s 2023–2024 Summary Compensation Table; individual base salary, target bonus, and actual bonus for Mr. Flowers are not disclosed in public proxies .
- Executive officers’ bonus plan exists (targets set by compensation committee), with clawback policy; specific metrics/weights for Mr. Flowers are not disclosed .
Performance Compensation
- HCWB’s Bonus Plan permits awards tied to corporate and individual performance goals; awards subject to clawback. No Flowers‑specific metric weighting, targets, actuals, or payouts are disclosed; skip detailed table per disclosure limitations .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares beneficially owned (Form 3 at IPO) | 36,427 shares, Direct (pre‑reverse split) |
| Options (derivative) | Stock option to buy 21,427 shares; 17,142 reported on Form 3 as underlying derivative; exercise price $0.14; expiration 09/18/2029 (pre‑reverse split) |
| Vesting schedule for option grant | 20% vested 09/16/2020; 20% vested 09/16/2021; 25% vested 09/16/2022; 35% vested 09/16/2023 |
| Reverse split note | HCWB effected a 1‑for‑40 reverse split on 04/11/2025; historical share/option figures above are pre‑split |
| Secured Notes alignment | Purchased $25,000 principal of HCWB senior secured notes (9% interest, due 08/30/2026), alongside CEO and directors; potential conversion to common stock and warrants subject to term sheet |
| Pledging/Hedging policy | Hedging prohibited; pledging/margin accounts prohibited unless approved by Compliance Officer |
| Shares pledged as collateral | No Flowers‑specific pledging disclosed; company pledged Wugen equity as collateral for the notes, not individual insider shares |
Employment Terms
- Executive officers are appointed by the board and serve at the board’s discretion; no Flowers‑specific employment agreement, severance or change‑of‑control terms disclosed .
- Start date and tenure: Senior Vice President of Business Development since September 2019 .
Related Party Transactions
- Participated in the Company’s senior secured note financing with $25,000 principal (accruing 9% interest; maturity 08/30/2026); noteholders (including Flowers) may have conversion rights to common stock and receive 5‑year warrants equal to 50% of conversion shares; conversion shares subject to a 180‑day lock‑up and Wugen collateral proceeds sharing per term sheet .
Risk Indicators & Red Flags
- Hedging/pledging restrictions mitigate alignment risks; no Flowers‑specific exceptions disclosed .
- Limited Section 16 activity identified publicly (Form 3 at IPO; no Form 4 sales found in the document search), suggesting low near‑term insider selling pressure based on available filings; monitoring recommended .
- Age 79 introduces succession/continuity risk; no disclosed retention/COC protections specific to Flowers .
Compensation Committee Analysis
- Committee members: Scott T. Garrett (Chair), Lisa M. Giles, Rick S. Greene, Gary M. Winer; independent under Nasdaq and SEC standards; manages bonus plans, equity plans, severance/COC protections broadly. No Flowers‑specific determinations disclosed .
Investment Implications
- Alignment: Modest direct equity and an at‑the‑money historical option grant, plus personal capital in secured notes, signal engagement; note conversion could create incremental equity exposure but the $25k principal limits magnitude .
- Retention/selling pressure: Absence of disclosed severance/COC terms and lack of recent Form 4 sales reduce immediate selling pressure signals but raise retention visibility questions; continued monitoring of proxies/8‑Ks for compensatory arrangements is prudent .
- Governance/controls: Clawback and hedging/pledging policies are in place; Board abstained on the note conversion proposal due to insider participation, reflecting governance awareness of conflicts .
- Execution track record: Deep BD and operating experience across diagnostics and biotech; role likely pivotal in licensing and financing (e.g., secured notes), but pay‑for‑performance linkage for Flowers is not disclosed, limiting quantitative assessment of incentive alignment .