Carl Sailer
About Carl Sailer
Independent director since October 2018; age 55 as of May 2025. Currently VP, Global Account Lead at Syneos Health; prior commercial leadership roles at Emisphere, New American Therapeutics, Akrimax; earlier sales/marketing roles at Bristol‑Myers Squibb and Bayer. Education: MBA (Hofstra University) and BS in Marketing (Seton Hall University), where he serves on the Advisory Board of the Market Research Center. Re‑nominated in May 2025 for a new three‑year term ending with the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syneos Health (Nasdaq: SYNH) | VP, Global Account Lead | May 2019 – Present | Senior commercial leadership |
| Emisphere Technologies | VP, Sales & Marketing | Oct 2012 – Mar 2019 | Commercial strategy/execution |
| New American Therapeutics | VP, Commercial Operations | Aug 2010 – Sep 2012 | Product commercialization |
| Akrimax Pharmaceuticals | VP, Commercial Operations | May 2008 – Jul 2010 | Sales/operations leadership |
| Bristol‑Myers Squibb; Bayer Healthcare | Sales/Marketing roles | Early career | Pharma and consumer divisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Syneos Health | VP, Global Account Lead | May 2019 – Present | Global commercial account leadership |
| Seton Hall University (Stillman School) | Advisory Board Member, Market Research Center | Ongoing | Academic advisory |
Board Governance
- Board classification and term: Class I director; nominated May 14, 2025 for a three‑year term to the 2028 annual meeting .
- Independence: Determined independent under Nasdaq rules .
- Committee assignments: Compensation Committee member (Chair: Joseph C. Scodari; members: Thomas Harrison, Carl V. Sailer) .
- Attendance: In FY2024 (year ended Dec 31, 2024), the board met 10 times and committees met 5 times; no director attended fewer than 75% of meetings of the board and applicable committees .
- Nominations: No standing nominating committee; majority of independent directors recommend nominees .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Member Fees ($) | Total Cash ($) | Equity Grant (Options) – Grant Date | Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 40,000 | 5,000 (Comp member) | 45,000 | Stock options granted June 15, 2024 | 22,104 | Options vest on one‑year anniversary |
| 2023 | 40,000 | 5,000 (Comp member) | 45,000 | Stock options granted June 15, 2023 | 21,440 | Options vest on one‑year anniversary |
Director cash fee structure: $40,000 annual retainer; Audit Chair +$15,000; Compensation Chair +$10,000; Audit members +$7,500; Compensation members +$5,000 .
Performance Compensation
| Year | Options Outstanding at FY‑End (#) | Grant Date | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| 2024 | 72,000 | Jun 15, 2024 | Not disclosed for directors | Full vest at 1‑year | Not disclosed | Aggregate grant date fair value $22,104 |
| 2023 | 60,000 | Jun 15, 2023 | Not disclosed for directors | Full vest at 1‑year | Not disclosed | Aggregate grant date fair value $21,440 |
No director RSUs/PSUs or performance metric‑linked pay disclosed. Hedge/short transactions prohibited by Insider Trading Policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Carl Sailer |
| Prior public company boards (past 5 years) | None disclosed for Carl Sailer |
| Interlocks/transactions | Participated, alongside other directors/executives, in Company financings: Jan 6, 2025 registered direct offering and concurrent private placement (purchased common stock at $1.015 and received private placement warrants at $0.90 exercise price) ; July 2022 registered direct and concurrent private placement (19,737 shares; Series A/B warrants) . |
Expertise & Qualifications
- 25+ years as a commercial leader in biopharma and consumer industries .
- MBA (Hofstra), BS Marketing (Seton Hall), Advisory Board member at Seton Hall .
- Broad sales, marketing, and operations experience at BMS and Bayer; senior roles at multiple specialty pharma companies .
Equity Ownership
| As‑of Date | Beneficially Owned Shares (#) | % of Outstanding | Breakdown |
|---|---|---|---|
| Apr 26, 2024 | 202,567 | 1.3% | 117,552 common; 36,404 warrants; 48,611 options exercisable within 60 days |
| May 15, 2025 | 275,218 | 1.2% | 142,183 common; 61,035 warrants; 72,000 options exercisable within 60 days |
| Jul 23, 2025 | 13,761 | <1% | 7,109 common; 3,052 warrants; 3,600 options exercisable within 60 days (reflects 1‑for‑20 reverse split effective Aug 4, 2025) |
Policy: Directors and designated insiders are prohibited from hedging, shorting, and using collars/derivatives on Company stock .
Governance Assessment
- Independence and engagement: Classified as independent; serves on Compensation Committee; the board and committees met regularly in FY2024 with no director below 75% attendance—supports board effectiveness .
- Ownership alignment: Holds a meaningful but small stake; regularly receives time‑vested options; participated in Company capital raises (Jan 2025; Jul 2022), which aligns capital support but constitutes related‑person transactions requiring audit oversight .
- Compensation structure: Director pay is modest and balanced (cash + one‑year vest options); clear committee fee schedule; no performance‑metric pay or meeting fees—limits pay‑for‑performance linkage, typical for small‑cap biotech .
- Potential conflicts/RED FLAGS: Participation by directors in Company financings is a related‑party transaction; the Audit Committee charter requires pre‑approval and review—disclosed and governed, but investors should monitor frequency/terms of insider participation in capital raises . Board has no standing nominating committee; independent directors handle nominations—which is permissible under Nasdaq but can reduce formalized governance processes .
Additional oversight context: Compensation Committee uses independent consultant Pearl Meyer; engaged directly by the Committee—supports independence in pay decisions .