Cynthia Flowers
About Cynthia L. Flowers
Independent Class I director at Lisata Therapeutics since November 2018; age 65; current term expires at the 2026 annual meeting. She is CEO of OMEZA Holdings (advanced wound care). Education: M.B.A., Wharton School (University of Pennsylvania); B.S.N., University of Delaware. Background includes CEO of Ipsen North America (Feb 2014–Nov 2017), President of Eisai Pharmaceuticals, and general management roles at Amgen and Johnson & Johnson; began career as an oncology/critical care nurse .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ipsen North America | President & CEO | Feb 2014 – Nov 2017 | Led transformation; highest-growth subsidiary worldwide |
| Eisai Pharmaceuticals | President | Not disclosed | Oversaw commercial ops, medical affairs, manufacturing, alliances |
| Amgen; Johnson & Johnson | General management roles | Not disclosed | U.S. and international responsibilities |
| Oncology/Critical Care Nursing | Clinician | Early career | Clinical foundation in oncology/critical care |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| OMEZA Holdings, Inc. | Chief Executive Officer | Current | Advanced wound care company |
| Hikma Pharmaceuticals PLC | Director | Current (2025) | Public company board |
| G1 Therapeutics, Inc. | Director | Prior (listed as held previously in 2025) | Public company board; was current in 2024 proxy |
| Nanoform Finland Oyj; Kadmon Group, Inc.; Harvard Kennedy School Women’s Leadership Advisory Board; Sarah Cannon Oncology Research Institute | Director/Advisor | Prior | Various corporate/non-profit boards |
Board Governance
- Independence and board structure: Lisata’s board has 6 directors; 5 are independent (including Ms. Flowers). Board is classified (staggered terms). Dr. Gregory Brown is independent Chairman; Chair presides over executive sessions of independent directors .
- Committee assignments: Audit Committee member (qualifies as an “audit committee financial expert”); Nominating & Governance Committee member. Audit met 4 times; Nominating & Governance met 4 times during 2024 .
- Attendance/engagement: In 2024, the Board held 5 meetings; each director attended 100% of Board and committee meetings on which they served, with the exception of one Audit and one Nominating & Governance meeting where one member was absent; all directors attended the 2024 virtual annual meeting .
- Policies reducing governance risk: Insider Trading Policy prohibits short sales, options, collars/hedges, and using company stock as loan collateral/margin; pre-clearance and blackout procedures apply .
- Shareholder feedback: 2025 Say‑on‑Pay received 3,496,571 “for” vs 551,109 “against” (approved); annual Say‑on‑Pay frequency (1 year) approved with 3,967,202 votes .
Fixed Compensation (Non-Employee Director)
| Year | Cash Retainer | Committee Member Fees | Committee Chair Fees | Total Cash | Equity Grant (RSUs) | Equity Value | Total |
|---|---|---|---|---|---|---|---|
| 2024 | $40,000 (standard plan) | Audit $8,000; N&G $4,500 (matches $52,500 cash reported) | None | $52,500 | 19,480 RSUs granted Jan 9, 2024; 1-year vest | $60,000 | $112,500 |
Plan structure reference (applies to all non-employee directors in 2024):
- Annual cash retainer $40,000; Committee member fees: Audit $8,000; Compensation $6,000; Nominating & Governance $4,500; Science & Technology $4,500. Committee chair adders: Audit $18,000; Compensation $12,000; Nominating & Governance $9,000; Science & Technology $9,000. Annual equity grant: RSUs with grant-date value $60,000, vesting one year from grant date .
Performance Compensation (Directors)
| Performance-linked elements for director pay | Detail |
|---|---|
| None disclosed for directors | Annual director equity is time-based RSUs vesting after one year; no director performance metrics disclosed |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk to LSTA |
|---|---|---|
| Hikma Pharmaceuticals PLC | Public company board (current) | No disclosed related-party transactions with Lisata in FY2024; Audit Committee reviews/approves any RPTs . |
| G1 Therapeutics, Inc. | Public company board (prior per 2025 proxy) | No disclosed related-party transactions in FY2024 . |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” under Reg S‑K 407(d)(5)(ii) .
- Operating leadership: Prior CEO roles at Ipsen North America and Eisai; senior roles at Amgen and J&J .
- Sector depth: Pharma/biotech commercialization, medical affairs, manufacturing, alliance management; oncology background .
- Education: M.B.A. (Wharton); B.S.N. (University of Delaware) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 29,721 (includes 29,721 fully vested RSUs settleable within 60 days) | 49,201 (includes 49,201 fully vested RSUs settleable within 60 days) |
| % of outstanding | <1% | <1% |
| Pledged shares | Prohibited by policy (no margin/pledging) |
Notes: As of record dates April 29, 2024 and April 17, 2025, respectively; totals reflect RSUs deemed beneficially owned within 60 days .
Governance Assessment
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Strengths:
- Independent director with deep biopharma operating experience; Audit “financial expert” credential supports robust oversight of reporting, controls, and audit matters .
- High engagement indicated by board-level attendance metrics; board separates Chair and CEO roles and holds executive sessions of independent directors .
- Conservative trading policy (no hedging/pledging/shorts) enhances alignment; no related-party transactions disclosed in FY2024 .
- Director pay mix emphasizes equity (time-based RSUs) with capped annual director grant value ($60k), which limits pay inflation risk .
-
Watch items / potential red flags:
- Classified (staggered) board structure can reduce annual accountability to shareholders; Flowers’ Class I seat is not up for election until 2026 .
- Time-based (not performance-based) director equity—common in small/mid-cap biotech—offers alignment but limited performance linkage (informational, not necessarily negative) .
-
Shareholder sentiment signal:
- 2025 Say‑on‑Pay passed and shareholders supported annual Say‑on‑Pay frequency, indicating acceptable overall compensation governance at the company level .
Committee Summary (for Ms. Flowers)
- Audit Committee: Member; committee met 4 times in 2024; Flowers qualifies as an “audit committee financial expert” .
- Nominating & Governance Committee: Member; committee met 4 times in 2024 .
- Independence: Board determined Ms. Flowers is independent under Nasdaq rules .