Jeffrey Cossman
PrecipioAbout Jeffrey Cossman
Independent director since 2017; age 78. Board-certified pathologist and pioneer in molecular diagnostics; co-founder of the Association for Molecular Pathology (AMP). Serves as Chair of the Nominating & Corporate Governance Committee. Education: B.S. and M.D., University of Michigan. Independent under Nasdaq rules; board had 100% director attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epigenomics AG | Medical Advisor | 2014–2022 | Molecular diagnostics advisory |
| United States Diagnostic Standards, Inc. | Founder, CEO & Chairman | 2010–2014 | Built diagnostics enterprise |
| Association for Molecular Pathology (AMP) | Co-Founder | n/d | Helped establish molecular pathology standards |
| Personalized Medicine Coalition | Director (Board) | 2008–2014 | Policy/advocacy for precision medicine |
| Critical Path Institute | Chief Scientific Officer; Director (Board) | 2006–2010 | Translational science and regulatory science collaboration |
| Gene Logic, Inc. | Medical Director | 1999–2006 | Applied genomics in pharma/diagnostics |
| Georgetown University Medical Center | Professor & Chair, Pathology (Oscar Benwood Hunter Chair) | 1989–2005 | Led academic department; molecular diagnostics innovations |
| National Cancer Institute (NIH) | Senior Investigator, Hematopathology | 1981–1989 | Cancer diagnostics research |
External Roles
| Organization | Type | Role | Period |
|---|---|---|---|
| Epigenomics AG | Public (Germany) | Medical Advisor | 2014–2022 |
| Personalized Medicine Coalition | Non-profit | Board Member | 2008–2014 |
| Critical Path Institute | Non-profit | CSO and Board Member | 2006–2010 |
| Association for Molecular Pathology (AMP) | Professional Association | Co-Founder | n/d |
Board Governance
| Item | Detail |
|---|---|
| Board role | Independent Director; appointed Sept 2017 |
| Committee assignments | Nominating & Corporate Governance Committee – Chair |
| Committee meeting load (2024) | Nominating & Corporate Governance: 5 meetings; Audit: 8; Compensation: 8 |
| Attendance | 100% of Board and committee meetings in 2024 for all directors |
| Independence | All directors except CEO are independent; all committees 100% independent |
| Board leadership | Independent Chair (Richard Sandberg) separate from CEO |
| Executive sessions | Non-management executive sessions regularly; independent-only sessions at least twice per year |
| Diversity/refreshment policy | Board emphasizes skills diversity and refreshment |
Fixed Compensation (Director Pay Structure and 2024 Outcomes)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent director) | $35,000 | Paid quarterly; cash or stock at director election |
| Chair fee – Nominating & Corporate Governance | $7,000 | Additional annual retainer |
| Committee membership fees | $4,000 (Nom/Gov member); $5,000 (Comp member); $7,500 (Audit member) | Not applicable beyond chair for Dr. Cossman per roster |
| Meeting fees | None disclosed | Policy emphasizes retainers |
| 2024 Fees earned (Cossman) | $42,000 | Matches base + chair; paid partly in stock |
| Shares received in lieu of cash | 5,409 (2024) and 1,721 (2025); value $42,000 | Under stock-in-lieu policy |
Performance Compensation (Equity Awards to Directors)
| Grant | Grant Date | Securities (#) | Exercise Price | Fair Value (Grant Date) | Vesting |
|---|---|---|---|---|---|
| Non-qualified options (annual) | 6/21/2024 | 1,000 | $4.98 | $4,530 | 12 equal monthly installments over 1 year (service-based) |
| Aggregate options outstanding (12/31/2024) | n/a | 9,296 | n/a | n/a | Outstanding as of year-end |
- Option repricing: On Aug 30, 2024, the Board approved a one-time repricing of certain outstanding options (including non-employee directors) to $6.56 if prior strike >$6.56; original exercise price applied for exercises during a one-year retention period. Company’s “Delinquent Section 16(a) Reports” section lists Form 4 filings on Sept 6, 2024 for the repricing, including Jeffrey Cossman. Potential investor governance watch item.
Performance metrics tied to director compensation (if any):
| Category | Metrics Disclosed |
|---|---|
| Director equity grants | None; service-vested only (no performance metrics) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in biography |
| Prior public/non-profit boards | Personalized Medicine Coalition (Director, 2008–2014); Critical Path Institute (CSO & Director, 2006–2010); Co-founder, AMP |
| Potential interlocks/conflicts | None disclosed |
Expertise & Qualifications
- Molecular diagnostics pioneer; invented early DNA-based cancer diagnostic tests now in global clinical use.
- Deep leadership in academic pathology (former Chair at Georgetown University) and translational science (NCI, Critical Path Institute).
- Industry experience across diagnostics companies and advisory to a public molecular diagnostics company (Epigenomics AG).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned (direct) | 14,034 | As of record date (Apr 21, 2025) |
| Options exercisable within 60 days | 9,633 | As of record date |
| Total beneficial ownership | 23,667 | Includes shares and options within 60 days |
| Percent of common shares outstanding | 1.6% | Based on 1,516,296 shares outstanding |
| Aggregate options outstanding (12/31/2024) | 9,296 | Year-end view (may differ from 60-day figure) |
| Stock taken in lieu of cash fees | 5,409 shares (2024) and 1,721 shares (2025) for $42,000 value | Shows alignment via equity election |
Governance Assessment
-
Strengths
- Independent director; chairs Nominating & Corporate Governance; board is majority independent with independent Chair—supports strong oversight.
- 100% attendance in 2024 across Board/committees—indicates engagement.
- Anti-hedging/derivatives policy prohibits short sales, options/derivatives and hedging instruments—aligns with shareholder interests.
- Electing to take fees in stock (partial) signals skin-in-the-game; beneficial ownership of ~1.6% is sizable for a micro-cap.
-
Watch items
- Option repricing (Aug 2024) across employees and non-employee directors lowers exercise prices; while permissible, investors often scrutinize repricings for alignment and pay-for-performance rigor. Original exercise price applies during a one-year retention period.
- Board refreshment considerations: Cossman has served since 2017 and is 78; company states ongoing refreshment focus—ensure skills mix continues to align with strategy.
-
Conflicts/related party exposure
- Company reports no related person transactions exceeding SEC thresholds since Jan 1, 2023.