Robert L. Van Nostrand
SELLAS Life Sciences GroupAbout Robert L. Van Nostrand
Independent director of SELLAS Life Sciences Group, Inc. since December 2017; age 68; currently Class I director with term expiring at the 2026 annual meeting. Former CFO and Chief Compliance Officer at OSI Pharmaceuticals; qualified “audit committee financial expert”; B.S. in Accounting from Long Island University and advanced management studies at Wharton; previously a Certified Public Accountant. Board determined him to be independent under Nasdaq standards; 100% board and committee meeting attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OSI Pharmaceuticals, Inc. | Various executive roles incl. CFO and Chief Compliance Officer | 1986–2007 | Led finance/compliance at public oncology biotech; transaction structuring and risk management experience |
| AGI Dermatics (private) | Executive Vice President & CFO | Jul 2007–Sep 2008 | Company acquired; operational finance leadership |
| Aureon Laboratories (pathology life sciences) | Executive Vice President & CFO | Jan 2010–Jul 2010 | Short-tenure CFO in laboratory/diagnostics |
| Touche Ross & Co. (now Deloitte) | Manager | Pre-OSI | Public accounting background; CPA credential |
| NewYorkBIO | Treasurer & Board Member | Current | Sector advocacy and governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intra-Cellular Therapies, Inc. (NASDAQ: ITCI) | Lead outside director | Current | Governance leadership at commercial-stage biopharma |
| Yield10 Bioscience, Inc. (NASDAQ: YTEN) | Chairman | Current | Company filed voluntary Chapter 11 in Dec 2024 (risk context) |
| Achillion Pharmaceuticals, Inc. (NASDAQ: ACHN) | Director | Until Jan 2020 | Board tenure ended upon acquisition |
| Likeminds, Inc. (private) | Director | Current | Private biotech board exposure |
| Biomedical Research Alliance of New York (BRANY) | Director | Current | Clinical trial services governance |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Nominating and Corporate Governance Committee. Not a member of Compensation or Science Committees.
- Independence: Affirmatively determined independent by the Board under Nasdaq listing standards.
- Financial expertise: Designated “audit committee financial expert” (with Chair John Varian).
- Attendance: 100% attendance at Board and applicable committee meetings in 2024; all directors attended 2024 annual meeting.
- Audit Committee scope includes oversight of financial reporting, internal controls, related party transactions, and (since Mar 19, 2024) cybersecurity strategy and governance.
- Governance policies: Stock ownership guidelines (non-employee directors: 3x annual cash retainer; compliance target by Oct 1, 2028); insider trading policy prohibits hedging, short sales, margin and pledging (with limited exception process); clawback policy updated per Nasdaq Rule 10D-1.
Fixed Compensation
| Year | Cash Fees ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 66,000 | 4,586 | 3,117 | 73,703 |
- Policy baseline (amended Jan 10, 2025): Annual base $40,000; Non-Executive Chair +$30,000; Committee chair fee $18,000 (Audit/Comp/NCG/Science); Committee membership fee $8,000 (Audit/Comp/NCG/Science). Benchmarking to peer group annually.
- 2024 equity grant: Each non-employee director received 10,000 stock options on Jan 22, 2024 (grant-date fair value basis).
Performance Compensation
| Equity Program | Award Type | Typical Size | Vesting |
|---|---|---|---|
| Initial Grant (directors) | Non-qualified stock options | 74,500 options | 36 equal monthly installments over 3 years from grant |
| Annual Grant (directors) | Options + RSUs | 18,500 options + 12,500 RSUs | Options vest by first anniversary or pre-next annual meeting; RSUs vest Dec 1 of grant year, subject to continued service |
- Note: 2024 actual annual equity reflected options; policy as amended provides combined option+RSU awards subject to annual benchmarking and Board determination.
Other Directorships & Interlocks
| Company | Relationship to SLS | Potential Interlock/Conflict Consideration |
|---|---|---|
| ITCI (CNS psychiatry) | Unrelated therapeutic area vs. SLS oncology | Low direct competitive overlap; governance load considerations |
| YTEN (bio-ag) | Non-therapeutic ag-bioscience | No core overlap; Chapter 11 in Dec 2024 is a reputational risk signal |
| Achillion (acquired 2020) | Historical | None current |
| Likeminds (private biotech) | Sector adjacency | Monitor for potential collaborations/transactions; subject to related-party policy |
| BRANY (clinical trials services) | Vendor adjacency | Related party transactions require Audit Committee review; recusal if conflict arises |
Expertise & Qualifications
- Financial and compliance leadership across public biopharma; deep transaction, financing, and risk management experience; prior CPA and audit background.
- Designated financial expert enhances audit oversight credibility, including cybersecurity oversight responsibilities added in 2024.
- Academic credentials: LIU B.S. Accounting; advanced management studies at Wharton.
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Robert L. Van Nostrand | 10,400 | 41,455 | 51,855 | <1% (“*” per proxy) |
- Stock ownership guidelines: Non-employee directors must hold 3x annual cash retainer by Oct 1, 2028; Company reports “appropriate progress” by covered persons.
- Insider trading policy prohibits hedging and pledging; margin use is banned; exceptions to pledging require demonstrated capacity and approval.
Governance Assessment
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Strengths: Independent director with 100% attendance; Audit Chair and financial expert credentials; clear oversight of related-party transactions and cybersecurity; robust insider trading and clawback policies; ownership guidelines in place.
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Compensation alignment: Director pay modest and primarily cash, with routine equity grants; policy benchmarking supports market alignment; equity vests over time—reasonable retention incentives without performance-based metrics (typical for directors).
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Conflicts monitoring: Multiple external boards across biopharma and bio-ag increase time commitments; Audit Committee review procedures mitigate related-party risks; recusal required if conflicts arise.
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RED FLAGS: Chairmanship at Yield10 Bioscience, which filed Chapter 11 in Dec 2024, introduces reputational risk and workload concerns; vigilance warranted for any overlapping transactions with BRANY or private biotech affiliations.
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Overall implication: Van Nostrand’s finance-heavy skillset and audit leadership strengthen board effectiveness at SLS, with policies that support investor alignment; monitoring of external commitments and potential interlocks remains prudent for sustained investor confidence.