Gregory Brown
About Gregory B. Brown, M.D.
Chairman of the Board at Lisata Therapeutics since February 16, 2017; independent Class II director since October 2016; age 71; tenure through 2027 . CEO of Memgen, Inc.; co‑founder and former Vice Chairman of HealthCare Royalty Partners; prior roles include partner at Paul Capital Partners, co‑head of investment banking at Adams Harkness & Hill, and biotechnology research analyst at Vector Securities . Education: BA (Yale), MD (SUNY Upstate Medical Center), MBA (Harvard Business School) . Board credentials emphasize medical/scientific evaluation, healthcare finance, and capital markets experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HealthCare Royalty Partners | Co‑founder; Vice Chairman (through Dec 2022); SAB member | Founded 2007; Vice Chair through Dec 2022; current SAB member | Led >$1B royalty financings; risk‑mitigated strategies |
| Paul Capital Partners | Partner; co‑managed royalty investments | Pre‑2003 to ~2003 | Royalty management committee member |
| Adams, Harkness & Hill (Canaccord Genuity) | Co‑Head of Investment Banking; Head of Healthcare | Prior to 2003 | Investment banking leadership |
| Vector Securities International | Ranked Biotechnology Research Analyst | Prior to investment banking roles | Equity research coverage |
External Roles
| Organization | Role | Public/Private | Start/End |
|---|---|---|---|
| Memgen, Inc. | Chief Executive Officer; Director | Private | CEO since at least 2018; current director since 2018 |
| Adimab, LLC | Director | Private | Director since 2023 |
| Aquestive Therapeutics | Director | Public (NASDAQ: AQST) | Listed as board service (start year noted as 2007 in 2025 proxy; 2017 in 2024 proxy) |
| Prior: Cambrex Corporation; Faron Pharmaceuticals Oy; Invuity, Inc.; Vanderbilt Clinical S.a.r.l. | Former Director | Various | Historical board service (ended) |
Note: Aquestive service start date is reported inconsistently across proxies (2007 vs. 2017); both disclosures are cited .
Board Governance
- Independence: Determined independent under Nasdaq listing standards .
- Board leadership: Serves as non‑executive Chairman; sets agendas with CEO and chairs executive sessions of independent directors—supports reduced conflicts and stronger oversight .
- Committee assignments:
- Nominating & Governance Committee: Chair (Brown, Azab, Flowers); met 4x in 2024 .
- Compensation Committee: Member (Klosk – Chair, Brown, Henson); met 5x in 2024 .
- Science & Technology Committee: Member (Azab – Chair, Brown, Mazzo); met 3x in 2024 .
- Audit Committee: Not a member (Henson – Chair, Flowers, Klosk) .
- Attendance: In 2024, Board met 5x; committees met as above; each director attended 100% of meetings of the Board and committees on which they served, except one Audit and one Nominating meeting where a single member was absent (not identified) .
Fixed Compensation (Director)
| Component | Amount (USD) | Period/Grant | Details |
|---|---|---|---|
| Annual cash fees (Brown) | $94,500 | FY2024 | Includes $40,000 director retainer + $35,000 non‑executive chair retainer + committee chair/member fees per policy |
| Annual equity (Brown) | $60,000 | Granted Jan 9, 2024 | 19,480 RSUs; one‑year vesting; none vested by Dec 31, 2024 |
| Total (Brown) | $154,500 | FY2024 | Sum of cash and equity grant fair value |
| Policy: Director cash retainers | $40,000 (director) / $35,000 (chair) | FY2024 policy | Committee chair: Audit $18k; Comp $12k; N&G $9k; S&T $9k. Committee member: Audit $8k; Comp $6k; N&G $4.5k; S&T $4.5k |
| Policy: Director equity grants | $60,000 RSU annually | Jan 9, 2024 grant | New directors receive initial grant equal to 2x annual RSU, vesting over 3 years |
Performance Compensation (Director)
| Metric | Plan | Target/Design | Outcome |
|---|---|---|---|
| Performance-based pay for directors | None disclosed | Director equity is time‑based RSUs; no performance metrics for director grants | Not applicable |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Aquestive Therapeutics (public) | Potential industry information flow | Brown serves as director; monitor for competitive/transaction conflicts; none disclosed at Lisata |
| Memgen, Adimab (private) | Scientific and BD network | No Lisata related‑party transactions reported |
Expertise & Qualifications
- Medical/scientific expertise (transplantation immunology; thoracic/vascular surgery) enhancing R&D oversight .
- Healthcare finance and royalty investing; principal investing and capital markets experience .
- Board leadership and governance; chairs Nominating & Governance and serves on Compensation and S&T committees .
Equity Ownership
| Metric | Apr 29, 2024 | Apr 17, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 30,393 | 49,873 |
| Percent of shares outstanding | <1% | <1% |
| Vested RSUs included | 29,658 | 49,138 |
| Options exercisable (within 60 days) | 459 | 459 |
| Pledging/Hedging | Company policy prohibits pledging, hedging, short sales, collars, and margin loans |
Say‑on‑Pay & Shareholder Feedback
| Item (Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Say‑on‑Pay | 3,496,571 | 551,109 | 148,160 | 2,231,353 |
| 2025 Frequency (1 year) | 3,967,202 (1yr) | 7,923 (2yr) | 81,914 (3yr) | 138,801 abstain |
| 2024 Say‑on‑Pay | 3,091,533 | 417,395 | 88,401 | 2,137,358 |
Related Party Transactions and Policy
- No related party transactions in FY2024; Audit Committee oversees and must approve any such transactions per written policy .
- No related party transactions in FY2023 .
Governance Assessment
- Strengths: Independent chair; robust committee leadership (Brown chairs Nominating & Governance; sits on Compensation and S&T); strong medical and financial expertise; high attendance reported; prohibition on hedging/pledging supports alignment .
- Alignment: Director equity grants are time‑based RSUs; Brown’s beneficial ownership increased from 30,393 (Apr 2024) to 49,873 (Apr 2025), indicating higher exposure to equity outcomes .
- Shareholder sentiment: Majority support for say‑on‑pay in 2024 and 2025; annual say‑on‑pay frequency endorsed in 2025, suggesting constructive compensation governance stance .
- Watch‑items: Brown’s external roles (Memgen, Aquestive) are adjacent to Lisata’s industry—monitor for potential conflicts in BD or transactions; however, company disclosed no related‑party transactions and has oversight policies in place (Audit Committee review) . Equity plan evergreen adopted in 2024 could increase overhang; ensure director grants remain within policy limits and are not excessive relative to peers .
Overall signal: Brown’s independence, committee leadership, and sector expertise support board effectiveness; current disclosures show no conflicts or attendance issues, with governance policies mitigating risk and shareholder feedback supportive of compensation oversight .