Robert Scott
About Robert Scott
Independent director of Windtree Therapeutics (WINT) who served through the conclusion of the 2024 Annual Meeting; chaired the Compensation Committee and was a member of the Audit and Nominating & Corporate Governance Committees in 2023. The Board recorded that all directors attended at least 75% of Board and committee meetings in 2023; Dr. Scott did not stand for re‑election at the 2024 Annual Meeting and concluded service at that meeting . In 2024 he earned $39,035 in cash director fees under the non‑employee director policy and, as of December 31, 2024, held no RSUs or options . As of February 20, 2024, he beneficially owned 850 shares (less than 1%) comprising 100 common shares and 750 options exercisable within 60 days .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Windtree Therapeutics | Compensation Committee Chair | 2023 through 2024 Annual Meeting | Led oversight of executive and general compensation policies . |
| Windtree Therapeutics | Audit Committee Member | 2023 | Supported oversight of financial reporting, internal controls, auditor engagement; audit committee empowered to review related party transactions . |
| Windtree Therapeutics | Nominating & Corporate Governance Committee Member | 2023 | Participated in board composition and governance processes . |
External Roles
- Not disclosed in the company’s proxy materials for Dr. Scott.
Board Governance
- Independence: Board determined Dr. Scott met Nasdaq independence requirements in 2023; he was a non‑employee director .
- Committee assignments (2023): Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member) .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2023 .
- Board transition: Dr. Scott did not stand for re‑election and ended service at the 2024 Annual Meeting, as WINT reduced board size from five to four .
Fixed Compensation
| Policy Element (Quarterly) | Amount ($) | Source |
|---|---|---|
| Board Member cash retainer | 10,000 | |
| Additional Board Chair | 6,250 | |
| Lead Independent Director | 875 | |
| Audit Committee Chair | 3,750 | |
| Audit Committee Member | 1,750 | |
| Compensation Committee Chair | 2,500 | |
| Compensation Committee Member | 1,250 | |
| Governance Committee Chair | 1,875 | |
| Governance Committee Member | 1,000 |
| Robert Scott – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fee Earned or Paid in Cash ($) | 57,500 | 39,035 |
| Stock Awards ($) | 2,460 | — (not disclosed in 2024 director table) |
| Option Awards ($) | 3,144 | — (not disclosed in 2024 director table) |
| Total ($) | 63,104 | 39,035 |
Performance Compensation
| Director Equity Structure | Grant Type | Vesting Terms | Notes |
|---|---|---|---|
| Initial equity grant | Stock options | Vesting in three equal annual installments beginning on first anniversary, subject to continued service | Non‑employee director policy . |
| Annual equity grant | Stock options | Vesting in three equal annual installments beginning on first anniversary, subject to continued service | Non‑employee director policy . |
- As of December 31, 2024, Dr. Scott did not hold any RSUs or options; his 2024 director compensation reflected cash only .
- In 2023, director equity awards to Dr. Scott included RSUs ($2,460 grant‑date fair value) and options ($3,144 grant‑date fair value) .
Other Directorships & Interlocks
- Not disclosed for Dr. Scott in WINT proxy materials.
Expertise & Qualifications
- Medical designation (M.D.) indicated in director listings, consistent with clinical/medical background; the proxy does not provide additional biography details for Dr. Scott .
Equity Ownership
| As-of Date | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Feb 20, 2024 | 100 | 750 | 850 | <1% |
- Hedging and pledging: Company insider trading policy prohibits hedging, short selling, and pledging of WINT securities by directors and officers, reducing alignment risk from collateralization or hedging strategies .
Governance Assessment
- Committee leadership and independence: Serving as Compensation Committee Chair and member of Audit/NCGC while meeting Nasdaq independence standards supports governance quality and oversight breadth .
- Engagement: At least 75% attendance across Board/committee meetings in 2023 indicates baseline engagement; no attendance shortfalls noted in disclosures .
- Alignment: 2024 cash‑only director compensation (no RSUs/options held as of year‑end) may modestly reduce equity alignment versus 2023, when RSUs/options were granted; however, standard option‑based annual grants are part of policy and vest over three years, supporting longer‑term orientation when awarded .
- Controls and conflicts: Audit Committee mandate includes review of related‑party transactions; proxy materials do not disclose related‑party issues involving Dr. Scott, and the insider policy prohibits pledging/hedging, mitigating common governance red flags .
Red flags to monitor
- Equity alignment dilution: Transition from mixed cash/equity (2023) to cash‑only in 2024 could reduce “skin‑in‑the‑game” if future director equity grants are limited or absent .
- Board refresh risk: Departure at the 2024 Annual Meeting and board downsizing to four directors shifts committee composition and may affect continuity of compensation oversight; monitor committee effectiveness post‑transition .
