Robert W. Postma
About Robert W. Postma
Independent director of Alaunos Therapeutics (TCRT) since 2021; age 71; BA in Business & Economics from Lafayette College; over 44 years of trading experience as founder and president of WaterMill Asset Management Corp. The Board cites his management and trading background as providing financial guidance to the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WaterMill Asset Management Corp. | Founder & President | Founded July 1999; ongoing | Manages Mr. Postma’s capital; actively trades municipal bonds and equities |
| Alaunos–WaterMill Settlement Agreement | Party to settlement that added Postma to Board | Agreement dated Feb 4, 2021; nomination commitment through early 2023; now expired | Increased Board size; appointed Postma; required nominations of Postma, Vieser, Weis during term |
External Roles
No other public company directorships disclosed for Postma in the last five years in Alaunos’ director biographies .
Board Governance
- Committee assignments (current): Audit Committee member; Compensation Committee member; Corporate Governance & Nominating Committee Chair .
- Independence: Board determined all directors other than the interim CEO (Mr. Hogue) are independent under Nasdaq Rule 5605(a)(2) (includes Postma) .
- Attendance: Board met 19 times in 2024; each current director attended at least 90% of Board and committee meetings .
- Service/tenure: Director since 2021; nominated to serve until the 2026 annual meeting if elected .
Committee Roles
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 6 meetings |
| Compensation | Member (chair vacant after 4/15/2025) | 6 meetings |
| Corporate Governance & Nominating | Chair | 2 meetings |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 50,000 | Paid quarterly in arrears |
| Audit Committee member fee | 12,000 | Annual |
| Compensation Committee member fee | 9,000 | Annual |
| Corporate Governance & Nominating Committee chair fee | 10,000 | Annual |
| Total cash fees earned | 81,000 | Matches policy-based sum |
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Annual director option grant | 1,280 shares per year; vests monthly over 12 months |
| Grant date (2024 awards) | June 6, 2024 (director option awards granted) |
| Fair value recognized (2024) | $2,441 for Postma’s option award expense |
| Exercise price policy | At least 100% of fair market value on grant date (per 2020 Plan) |
| Change-of-control treatment | If awards are not assumed/continued, unvested awards accelerate before closing; performance awards accelerate at 100% of target |
| Clawback | Subject to SEC/Nasdaq-required clawback; board may impose additional recoupment |
No director performance-based cash metrics (TSR, revenue/EBITDA, ESG) disclosed; director pay consists of fixed cash retainers and time-vested stock options only .
Other Directorships & Interlocks
- WaterMill Asset Management: Mr. Postma is principal; he is also a 5%+ stockholder of Alaunos (see Equity Ownership below) .
- Related offering participation: “Entities affiliated with our directors, Messrs. Postma and Vieser” purchased an aggregate 13,333 Firm Shares at $97.50 in Alaunos’ November 29, 2022 underwritten offering (Cantor Fitzgerald & Co. as sole underwriter) .
| Entity | Role | Interlock/Transaction | Date/Terms |
|---|---|---|---|
| WaterMill Asset Management | Principal (Postma) | Affiliates of Postma and Vieser purchased 13,333 shares in company underwritten offering | Nov 29, 2022; $97.50 per share |
Expertise & Qualifications
- 44+ years of trading experience; provides financial guidance to the company per Board rationale .
- Education: BA in Business & Economics, Lafayette College .
Equity Ownership
| Holding Breakdown (as of Apr 30, 2025) | Shares | Notes |
|---|---|---|
| Common stock held directly by Postma | 29,083 | |
| Common stock held by WaterMill Asset Management | 33,333 | Postma serves as principal |
| Common stock held by spouse’s IRA | 24 | |
| Series A-1 Convertible Preferred (convertible within 60 days) | 181,159 | Convertible to common |
| Options exercisable within 60 days | 3,737 | |
| Total beneficial ownership | 247,336 | |
| % of common stock outstanding | 13.11% | 1,639,521 shares outstanding on record date |
Policy signals:
- Hedging/pledging/short sales prohibited for directors under Insider Trading Policy .
- No delinquent Section 16(a) ownership reports disclosed for 2024 .
Governance Assessment
- Independence and engagement: Postma is an independent director; chaired Corporate Governance & Nominating; served on Audit and Compensation; attended ≥90% of meetings in 2024—supports board effectiveness and oversight .
- Ownership alignment vs. concentration: 13.11% beneficial ownership aligns incentives but concentrates influence; mitigated by formal independence designation and multi-committee service .
- Controls and investor-protection policies: Hedging and pledging prohibited; awards subject to clawback; audit committee oversight robust (6 meetings) .
- Related-party/transactions: Limited; affiliates participated in a 2022 offering on standard terms; WaterMill Settlement Agreement led to Postma’s initial appointment but is no longer in effect (reduces ongoing interlock concerns) .
- Committee continuity risk: Compensation Committee chair resigned April 15, 2025; chair not yet elected—temporary governance transition risk; Postma currently member .
- Shareholder responsiveness: Board disclosed proposals for reverse split and authorized share increase (capital structure flexibility/dilution considerations); not specific to Postma but relevant to overall governance context .