Joan Lau
ROCKWELL MEDICALAbout Joan Lau
Independent Class II director of Rockwell Medical since October 2023; age 54. CEO of Spirovant Sciences (founded by Lau) since 2016 and co‑founder/partner at Militia Hill Ventures since 2013. Education: MBA (Wharton), PhD in Medical Neuroscience (University of Cincinnati College of Medicine), BSE in Bioengineering (University of Pennsylvania). The Board cites her scientific, biopharma management, capital markets, and regulatory expertise as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirovant Sciences, Inc. | Chief Executive Officer; Founder | Since 2016 | Biopharma gene therapy leadership |
| Militia Hill Ventures | Co‑founder & Partner | Since 2013 | Life sciences venture creation |
| Renovacor, Inc. | Director | Not disclosed | Prior public company board experience |
| RiboNova, Inc. | Director | Not disclosed | Private company board |
External Roles
| Organization | Role | Public/Private | Tenure | Committees |
|---|---|---|---|---|
| Brandywine Realty Trust (BDN) | Trustee | Public | Current (date not specified) | Not disclosed |
| Universal Display Corporation | Trustee | Public | Since March 2024 | Not disclosed |
| Philadelphia Orchestra and Kimmel Center, Inc. | Trustee | Non‑profit | Current | Not disclosed |
| University of Pennsylvania | Trustee | Academic | Current | Not disclosed |
Board Governance
- Board class and term: Class II director; term shown as expiring in 2026 .
- Committee assignments: Audit Committee member; Compensation Committee member; not on Nominating & Governance .
- Committee leadership: No chair roles; Audit Chair is John Cooper; Compensation Chair is Andrea Heslin Smiley .
- Attendance and engagement: Board held 10 meetings in 2024; each current director attended at least 75% of Board and committee meetings of which they were a member . Audit Committee met 7 times; Compensation Committee met 7 times in 2024 .
- Independence: The Board determined Lau is independent under Nasdaq/SEC rules; all directors other than the CEO are independent .
- Board leadership: Separate Chair (Robert S. Radie) and CEO (Mark Strobeck); Board periodically reviews structure .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Lau) |
|---|---|---|
| Annual Board cash retainer | $45,000 | $45,000 |
| Committee member retainers | Audit: $10,000; Compensation: $7,500; Governance & Nominating: $5,000 | $17,500 (Audit + Compensation) |
| Committee chair retainers | Audit Chair: $20,000; Compensation Chair: $15,000; Governance Chair: $10,000 | N/A (not a chair) |
| Meeting fees | Not disclosed | Not disclosed |
| Total cash | Fees earned or paid in cash | $62,500 (2024) |
Notes:
- Director compensation program reviewed with Compensia; adjustments effective for 2024 to align with market practice .
- The Compensation Committee consists solely of independent directors and held 7 meetings in 2024 .
Performance Compensation
| Equity Type | 2024 Grant Structure | Lau’s 2024 Grant | Vesting | Grant Date/Fair Value |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Due to limited LTIP share pool and low stock price, Board awarded 36,111 RSUs to each non‑employee director | 36,111 RSUs | Full vest one year from grant | Granted May 21, 2024; grant date value $65,000 |
| Stock Options | Normal annual equity grant policy targets $100,000 split 50% options/50% RSUs | No option grant in 2024 (director equity comprised solely of RSUs) | N/A | N/A |
Performance metrics: Director equity awards are time‑based; no performance metrics disclosed or tied to director compensation .
Ownership guidelines and risk policies:
- Non‑employee director stock ownership guideline: 3x annual Board cash retainer (raised from 1x in Feb 2023); compliance due by the later of 5th anniversary of joining the Board or 5th anniversary of the 2023 amendment .
- Anti‑hedging and anti‑pledging policy applies to directors; prohibits pledging and hedging transactions .
- Incentive compensation clawback policy updated in 2023 for executive officers; director‑specific clawback not disclosed .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Brandywine Realty Trust (BDN) | REIT/Real Estate | Trustee | No RMTI‑related party transactions disclosed |
| Universal Display Corporation | Technology/Materials | Trustee | No RMTI‑related party transactions disclosed |
| Renovacor, Inc. (prior) | Biopharma | Former Director | No RMTI‑related party transactions disclosed |
| RiboNova, Inc. (private) | Biotech | Director | No RMTI‑related party transactions disclosed |
The proxy states there were no related party transactions meeting SEC thresholds since January 1, 2023, and the Audit Committee reviews and approves any such transactions per policy .
Expertise & Qualifications
- Deep scientific and regulatory expertise in biopharma and gene therapy; founding CEO experience .
- Financial experience including capital markets exposure; venture building via Militia Hill Ventures .
- Advanced education across engineering, neuroscience, and business (Wharton MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | RSUs (within 60 days) | Option Shares (within 60 days) |
|---|---|---|---|---|
| Joan Lau, Ph.D. | 88,111 | <1% | 36,111 | 25,000 |
Additional detail:
- Outstanding director equity holdings at 12/31/2024: Options held 25,000; RSUs held 36,111 (unvested at year‑end) .
- Shares counted toward ownership guidelines per policy; guideline equals 3x $45,000 retainer; individual compliance status not disclosed .
- Anti‑pledging policy mitigates alignment risks from collateralization; hedging prohibited .
Governance Assessment
- Independence and committees: Lau is independent and serves on Audit and Compensation Committees—high‑impact governance roles overseeing financial reporting integrity, pay design, and related‑party oversight. Audit and Compensation met 7 times each in 2024, indicating substantive committee activity .
- Attendance/engagement: Board met 10 times; all current directors met at least the 75% attendance threshold, supporting baseline engagement .
- Pay structure and alignment: 2024 director pay balanced between cash ($62,500 for Lau) and time‑based RSUs (36,111; $65,000 grant‑date value), with ownership guidelines strengthened to 3x retainer—positive alignment. Lack of option grants in 2024 was driven by LTIP share pool constraints and low stock price; time‑based RSUs can reduce performance sensitivity versus options but maintain equity linkage .
- Conflicts and related‑party exposure: No related‑party transactions disclosed meeting SEC thresholds since 1/1/2023; Audit Committee explicitly oversees related‑party transactions per charter. Anti‑hedging/anti‑pledging policies reduce alignment risks; no pledging disclosed .
- Red flags: None disclosed regarding related‑party transactions, hedging/pledging, attendance shortfalls, or director‑specific pay anomalies. Monitor future LTIP changes and any cross‑company dealings given Lau’s executive role at Spirovant and trustee roles at BDN/Universal Display, but current proxy indicates no material conflicts .
Overall signal: Strong independence, relevant domain expertise, and material committee responsibilities support board effectiveness. Ownership guidelines and anti‑hedging/pledging policies enhance alignment; absence of related‑party transactions lowers conflict risk. Continued oversight of director equity mix and committee workload remains warranted in a small‑cap context .