Mohammad Azab
About Mohammad Azab
Mohammad Azab, M.D., M.Sc., M.B.A., age 69, has served on Lisata’s Board since September 2022 and is standing for re‑election as a Class III director at the June 10, 2025 annual meeting (term through 2028 if re‑elected). He is a biopharmaceutical leader with deep clinical and regulatory expertise in oncology drug development; prior roles include President & CMO and later Chair of Astex Pharmaceuticals’ board. He holds an MB ChB (Cairo University), an MBA (Ivey/University of Western Ontario), and postgraduate training in oncology (Paris‑Sud) and biostatistics (Université Pierre et Marie Curie). The Board has determined Dr. Azab is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astex Pharmaceuticals | Chief Medical Officer | From July 2009 | Led clinical and regulatory development in oncology |
| Astex Pharmaceuticals | President & Chief Medical Officer | Jan 2014 – Nov 2020 | Senior leadership across clinical strategy |
| Astex Pharmaceuticals | Chair of Board | Nov 2020 – May 1, 2022 | Board leadership and oversight |
| Intradigm Corporation | President & CEO | Prior to Astex (dates not specified) | Led siRNA oncology therapeutics company |
| QLT Inc. | EVP R&D and Chief Medical Officer | Prior to Intradigm (dates not specified) | R&D and clinical leadership |
| AstraZeneca (UK); Sanofi (France) | Various leadership positions | Prior (dates not specified) | Global pharma leadership experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| DURECT Corporation (Nasdaq: DRRX) | Director | Since Jan 2021 – present | Biopharma (acute organ injury, chronic liver diseases) |
| Xenon Pharmaceuticals (Nasdaq: XENE) | Director | Jan 2003 – Jun 2024 | Neurology; service ended June 2024 |
Board Governance
- Independence: Board determined Azab is an independent director under Nasdaq rules.
- Board structure: Classified board (3 classes). Azab is Class III; term expiring 2025; nominated for re‑election to 2028.
- Committee assignments and activity:
- Nominating & Governance Committee: Member; 4 meetings in 2024.
- Science & Technology Committee: Chair; 3 meetings in 2024.
- Not on Audit (members: Henson—Chair, Flowers, Klosk) or Compensation (members: Klosk—Chair, Brown, Henson).
- Attendance and engagement: In 2024 the Board met 5 times; “Each director attended 100%” of Board and committee meetings, except one Audit and one Nominating & Governance meeting where one member was absent (the proxy does not identify which member). All directors attended the 2024 annual meeting.
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Source |
|---|---|---|
| 2024 | $53,500 | |
| 2023 | $52,962 |
Director cash fee schedule (policy)
- FY2024: Annual cash retainer $40,000; Non‑executive chair add’l $35,000; Committee chair retainers: Audit $18,000; Compensation $12,000; Nominating & Governance $9,000; Science & Technology $9,000; Committee member retainers: Audit $8,000; Compensation $6,000; Nominating & Governance $4,500; Science & Technology $4,500.
- FY2023: Same base retainer; non‑executive chair add’l $30,000; committee fee schedule same as above.
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant‑Date Fair Value (USD) | Vesting | Source |
|---|---|---|---|---|---|
| Jan 9, 2024 | RSUs (annual director grant) | 19,480 | $60,000 | Vests 1 year from grant date; unvested as of Dec 31, 2024 | |
| Jan 9, 2023 | RSUs (annual director grant) | 20,000 | $60,000 | Annual director grant policy states 1‑year vest; none vested as of Dec 31, 2023 |
Notes
- New non‑employee directors receive an initial RSU grant equal to 2x the annual grant; one‑third vests annually over three years.
- Annual equity grant timing/policy: second Monday in January (2023); in 2024, grant on January 9 with $60,000 value and 1‑year vest.
- No performance‑conditioned (PSU/TSR) metrics are disclosed for non‑employee director equity; awards are time‑based RSUs.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with LSTA | Notes |
|---|---|---|---|
| DURECT (DRRX) | Director | None disclosed | No related‑party transactions in FY2024 per Lisata’s policy and committee review. |
| Xenon (XENE) | Director (ended Jun 2024) | None disclosed | Service ended June 2024. |
Related‑party safeguards and 2024 outcome
- The Audit Committee reviews/approves related‑party transactions; none occurred in FY2024.
Expertise & Qualifications
- Oncology clinical and regulatory development leadership (Astex CMO; later President & CMO; then Chair).
- Prior C‑suite and R&D leadership (Intradigm CEO; QLT EVP R&D/CMO).
- Global big‑pharma experience (AstraZeneca UK; Sanofi France).
- Academic credentials: MB ChB (Cairo University); MBA (Ivey/UWO); postgraduate oncology (Paris‑Sud) and biostatistics (UPMC).
- Governance roles: Chair of Science & Technology Committee; member of Nominating & Governance Committee.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Record Date | Shares Outstanding (for calc) |
|---|---|---|---|---|
| Mohammad Azab, M.D., M.B.A. | 52,280 | <1% | April 17, 2025 | 8,615,655 |
Additional alignment controls
- Insider Trading Policy prohibits short sales, hedging (straddles, collars, similar devices), use of company securities to secure a margin or other loan, and transactions in publicly traded options; includes trading blackout periods and pre‑clearance.
- Company discloses stock ownership guidelines for Section 16 officers (not directors): CEO 3x salary; other Section 16 officers 1x salary, with compliance by June 2028.
Governance Assessment
Strengths
- Independent director with deep oncology development expertise; appropriate committee leadership as Sci & Tech Chair and N&G member.
- High overall board/committee attendance disclosed for 2024; strong engagement context (Board 5 meetings; committees active).
- Director pay structure emphasizes equity (annual $60k RSUs; time‑based), aligning with shareholders; cash retainer + modest committee fees.
- Robust insider trading/anti‑hedging/anti‑pledging controls; pre‑clearance regime.
- No related‑party transactions in FY2024; Audit Committee oversight policy in place.
Watch‑items
- Modest absolute ownership (beneficial ownership <1% as is typical for small‑cap directors), though annual RSUs support alignment.
- Multiple board commitments appear manageable (currently DURECT; Xenon service ended June 2024); continue to monitor for potential time constraints or interlocks; none disclosed with Lisata.
Director Compensation Snapshot (context for “mix”)
- 2024: Cash $53,500; Stock awards $60,000; Total $113,500.
- 2023: Cash $52,962; Stock awards $60,000; Total $112,962.
RED FLAGS observed: None disclosed regarding attendance shortfalls, related‑party transactions, option repricings, pledging, or legal proceedings in the proxy sections reviewed.