Steven Klosk
About Steven M. Klosk
Independent Class III director at Lisata Therapeutics (LSTA); age 68; on the board since 2014 with current term up for re‑election in 2025 and slated to serve through 2028 if re‑elected. He is a seasoned life sciences executive and former CEO of Cambrex Corporation, with global manufacturing and R&D oversight experience; education includes a B.S. from Cornell University and a J.D. from New York Law School . The board has formally determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambrex Corporation (NYSE: CBM) | President & CEO; Director | CEO May 2008–Jun 2020; Director May 2008–Dec 2019; Director Dec 2019–Jun 2020 | Led global API/CDMO operations across US/EU sites |
| Cambrex Corporation | EVP & COO; President, Pharma BU | 2003–2008 | Full P&L for multiple units; global operations |
| The Genlyte Group, Inc. | Vice President, Administration | Earlier career | Public company operations experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Bolt Project Holdings Inc. (Nasdaq: BSLK) | Director; Audit Committee Member | Aug 2024–Feb 2025 | Result of merger of Golden Arrow Merger Corp. with Bolt Project Holdings |
| Recipharm | Director | 2021–Apr 2024 | Leading CDMO; board service concluded Apr 2024 |
| Formulated Solutions | Chairman of the Board | Since 2021 | Topicals CDMO oversight |
| BioIVT | Director | Since 2021 | Biologic specimens supplier governance |
| BIOVECTRA | Director | Until Sept 2024 | Small molecule & biologics CDMO |
| NJ Bio | Director | Mar 2021–Dec 2024 | ADC CRO governance |
| Golden Arrow Merger Corp. | Director (pre‑merger SPAC) | Until Aug 2024 | Merged into Bolt Project Holdings |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Board-determined independent director under Nasdaq rules |
| Committees | Audit Committee Member (financial expert) ; Compensation Committee Chair |
| Committee Meetings (2024) | Audit: 4; Compensation: 5; Nominating & Governance: 4; Science & Technology: 3 |
| Attendance | Board held 5 meetings; directors attended 100% of board and committee meetings, with the exception of one Audit and one Nominating meeting where one member was absent (not specified) |
| Leadership | Board chaired by Gregory B. Brown, M.D.; independent chair leads executive sessions |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $40,000 | Non‑employee director plan |
| Compensation Committee Chair Retainer | $12,000 | Chair fee level |
| Audit Committee Member Retainer | $8,000 | Member fee level |
| Total Cash Fees Earned (2024) | $60,000 | Matches director comp table |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Jan 9, 2024 | 19,480 | $60,000 | Vests one year from grant date |
| Performance Metric | Target | Outcome | Notes |
|---|---|---|---|
| Director equity performance metrics | Not disclosed | Not applicable | Annual director RSUs are time‑vested; no performance metrics described |
Other Directorships & Interlocks
| Company | Category | Potential Interlock/Conflict Consideration |
|---|---|---|
| Bolt Project Holdings (BSLK) | Public, biomaterials | No Lisata related-party transactions disclosed for 2024 |
| Recipharm; Formulated Solutions; BIOVECTRA; NJ Bio; BioIVT | CDMO/CRO/supplier ecosystem | Sector proximity to biotech supply chain; Audit Committee reviews/approves related‑party transactions; none disclosed for 2024 |
Expertise & Qualifications
- Senior operator with multi‑site global manufacturing, R&D, and P&L responsibility; extensive CDMO leadership experience .
- Audit Committee financial expert designation (SEC Item 407(d)(5)(ii)) reinforces financial oversight capability .
- Legal training (J.D.) and broad board exposure across public and private life sciences companies .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership | 49,936 shares | Less than 1% of outstanding shares |
| Composition | 49,138 fully vested RSUs; 366 options exercisable within 60 days | As of April 17, 2025 |
| Shares Outstanding | 8,615,655 | Basis for % ownership |
| Hedging/Pledging Policy | Prohibits short sales, margin loans, collars/hedges, and trading in public options; pre‑clearance and blackout procedures apply | |
| Ownership Guidelines | Company discloses stock ownership guidelines for Section 16 officers, not directors (CEO 3x salary; other officers 1x; compliance by Jun 2028) |
Governance Assessment
- Committee influence: As Compensation Committee Chair and Audit Committee financial expert, Klosk directly shapes pay practices and financial controls—both critical to investor confidence .
- Independence and attendance: Board confirms independence; board/committee attendance was effectively full in 2024, supporting engagement and oversight continuity .
- Pay structure and alignment: Balanced director mix ($60k cash + $60k equity) with time‑vested RSUs and no disclosed performance metrics—typical for director pay, with equity exposure enhancing alignment .
- Conflicts/related parties: Despite extensive CDMO/CRO board roles, Lisata reports no related‑party transactions in 2024; Audit Committee explicitly oversees and must approve any such transactions, mitigating conflict risk .
- Trading safeguards: Insider Trading Policy’s prohibitions on hedging/pledging and option trading reduce misalignment/optics risks for directors .
- Signal: Nomination for re‑election as Class III director indicates board confidence in his continued contribution to governance and strategy .
RED FLAGS: None disclosed for 2024 in related‑party transactions, legal proceedings, hedging/pledging, or attendance; ongoing external roles in supply‑chain entities warrant continued monitoring via Audit Committee processes .