Lawrence Steinman
About Lawrence Steinman
Prof. Lawrence Steinman has served on KTTA’s board since August 2020; he is the George A. Zimmermann Endowed Chair in Neurology at Stanford University, former Chair of Stanford’s Interdepartmental Program in Immunology (2003–2011), and an elected member of the National Academy of Medicine and National Academy of Sciences. He holds a BA in physics (Dartmouth, 1968) and an MD (Harvard, 1973), with a fellowship in chemical immunology at the Weizmann Institute; KTTA cites his extensive life sciences board experience and medical background as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centocor | Director | 1989–1998 | Not disclosed |
| Neurocine Biosciences | Director | 1997–2005 | Not disclosed |
| Atreca | Director | 2010–2019 | Not disclosed |
| Tolerion | Director | 2013–2021 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | George A. Zimmermann Endowed Chair, Neurology | Current | Prior Chair, Interdepartmental Program in Immunology (2003–2011); multiple awards and honors |
| National Academy of Medicine | Elected Member | Not disclosed | Recognition of medical leadership |
| National Academy of Sciences | Elected Member | Not disclosed | Recognition of scientific leadership |
| BioAtla | Director | 2016–Present | Not disclosed |
Board Governance
- Board classification: Steinman is a Class III director; Class III terms expire at the 2026 annual meeting .
- Independence: The Board determined Steinman is not independent starting June 21, 2022 due to KTTA’s transaction with Alpha-5 integrin, LLC (Alpha-5) .
- Committee service exceptions: Due to “exceptional and limited circumstances,” Steinman served temporarily despite non-independence—Audit Committee (Jun 21, 2022–Sep 14, 2022), Compensation Committee and Nominating & Corporate Governance Committee (Jun 21, 2022–Mar 30, 2023); he was later replaced by independent director Alfred Novak .
- Current Audit Committee members: Simon Dumesnil, Emer Leahy, Alfred Novak .
- Attendance: The Board met five times in FY2024; each director attended at least 75% of aggregate Board and committee meetings during their service period; one director attended the 2024 annual meeting (no policy to require such attendance) .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 250,000 | – | 47,195 | – | 297,195 |
- Policy context: Non-employee directors receive an annual retainer of $50,000; additional $10,000 per committee chair; Chairman of the Board receives an additional $100,000; new directors receive 5,000 stock options vesting 50% after year one and 50% after year two .
Performance Compensation
| Grant Date | Instrument | Quantity | Exercise Price | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Mar 1, 2024 | Stock Options | 7,500 | $8.13 | $47,195 | Not specifically disclosed for this grant; plan generally vests initial director grants 50% after year 1, 50% after year 2 | Granted under 2023 Incentive Plan |
- Outstanding options at 12/31/2024: 12,500 underlying shares (aggregate), per director table footnote .
- Equity grant timing policy: Awards are granted independent of MNPI releases; no options were issued to executive officers within the defined blackout windows in FY2024 .
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| BioAtla | Current Director | As disclosed in KTTA proxy |
| Atreca | Former Director | 2010–2019 |
| Neurocine Biosciences | Former Director | 1997–2005 |
| Centocor | Former Director | 1989–1998 |
| Tolerion | Former Director | 2013–2021 |
- Independence interlock: KTTA’s transaction with Alpha-5 integrin, LLC triggered Steinman’s non-independence status beginning June 21, 2022 .
Expertise & Qualifications
- Medical and scientific leadership: Endowed chair in neurology; extensive autoimmune disease research; multiple prestigious awards; elected NAM and NAS member .
- Board experience: Multiple life sciences boards spanning biotech firms; KTTA cites his medical and industry experience as qualifications .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown | Pledged |
|---|---|---|---|---|
| Prof. Lawrence Steinman | 83,858 | 1.1% (based on 7,443,577 shares) | 66,358 common; 10,000 warrants; 7,500 vested options; excludes 5,000 unvested options | KTTA states no known arrangements, including pledges, that may result in change of control |
Governance Assessment
- Independence risk: Steinman is not independent due to KTTA’s Alpha-5 transaction (since June 21, 2022), and he served on key committees temporarily while non-independent—an atypical governance posture even if framed as exceptional circumstances .
- Related-party exposure: Active consulting agreement pays $25,000 per quarter for advisory services tied to R&D strategy and business development; this is a direct financial relationship with the company and a potential conflict for a director .
- Attendance/engagement: Board met five times in FY2024; directors—including Steinman—met at least the 75% attendance threshold; annual meeting attendance is not required, and only one director attended in 2024 .
- Compensation mix and alignment: 2024 total director compensation includes substantial cash fees ($250,000) and option awards ($47,195); equity grants under the plan support alignment, but cash-heavy pay for a non-employee director may dilute pay-for-performance signaling relative to equity-heavy structures .
- Committee oversight restored: Audit, Compensation, and Nominating committees are currently staffed by independent directors (Audit: Dumesnil, Leahy, Novak), mitigating earlier independence exceptions .
RED FLAGS
- Non-independence due to Alpha-5 transaction, with prior committee service during the non-independent period .
- Ongoing consulting agreement with KTTA ($25,000 per quarter), creating related-party exposure and potential conflicts .
- Cash-heavy director compensation in 2024 ($250,000 fees) relative to equity awards, which may weaken performance alignment versus more equity-centric structures .
Mitigants
- Independent directors subsequently staffed core committees (Audit, Compensation, Nominating), limiting ongoing governance risk from non-independent committee participation .
- Equity incentives remain part of director compensation via the 2023 Incentive Plan; option grant policies and MNPI timing controls are disclosed .
Notes on Director Compensation Structure
- Non-employee director program: Annual retainer $50,000; $10,000 per committee chair; Chairman receives additional $100,000; initial option grant of 5,000 shares vesting 50% after year 1 and 50% after year 2 .
- Plan governance: 2023 Incentive Plan sets annual limits for director compensation; Board/committee may make exceptions in extraordinary circumstances .
Related Party Transactions Summary
- Steinman consulting: Advisory services on clinical/commercial development and BD for preclinical assets; compensation at $25,000 per quarter .
- PsychoGenics contract: $0.3 million payments; a fellow director (Emer Leahy) is CEO and <5% owner of PsychoGenics; governed under Audit Committee review policies .
Committee Assignments History (Steinman)
- Audit Committee: Jun 21, 2022–Sep 14, 2022 (exceptional circumstances) .
- Compensation Committee: Jun 21, 2022–Mar 30, 2023 (exceptional circumstances) .
- Nominating & Corporate Governance Committee: Jun 21, 2022–Mar 30, 2023 (exceptional circumstances) .
- Current committee roles for Steinman: Not disclosed; Audit Committee currently comprises Dumesnil, Leahy, Novak .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Annual director cash fees | $250,000 |
| Option grant | 7,500 options at $8.13 (Mar 1, 2024) |
| Grant-date fair value (options) | $47,195 |
| Outstanding options (12/31/2024) | 12,500 (aggregate underlying shares) |
Equity Ownership Detail
| Component | Amount |
|---|---|
| Common shares | 66,358 |
| Warrants | 10,000 |
| Vested stock options | 7,500 |
| Unvested stock options (excluded) | 5,000 |
| Total beneficial ownership | 83,858 (1.1% of 7,443,577 outstanding) |
Term and Board Structure
- Class III term expiration: 2026 annual meeting .
- Board met five times in 2024; directors met at least 75% attendance threshold; annual meeting attendance not mandated .
- Audit Committee oversight: Independent directors approved external auditor services and appointed CBIZ for FY2025 .
Governance Implications for Investors
- Independence and consulting ties: The combination of non-independence and a paid consulting role heightens conflict risk; close monitoring of committee compositions and related-party approvals is warranted .
- Pay structure: Elevated cash fees vs equity may signal weaker performance linkage for a non-employee director; however, option grants maintain some alignment .
- Committee staffing: Current independent composition of core committees reduces immediate governance risk compared to 2022–2023 exceptions .