Geoffrey M. Glass
About Geoffrey M. Glass
Geoffrey M. Glass, age 51, has served on Avadel’s board since July 2018 and as independent Non‑Executive Chair since December 2018. He is CEO of Kiniciti, LLC, and Chairman at Ncardia and Abzena; prior roles span C‑suite and senior leadership at Sancilio Pharmaceuticals, Patheon (including Banner Life Sciences), and Valeant, with earlier consulting at Ernst & Young. He holds degrees in Economics and Political Science from the University of Arizona and is deemed independent under Nasdaq rules; as Chair he presides over Board and independent director sessions and acts as principal liaison between management and the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sancilio Pharmaceuticals | CEO (Jan–Sep 2018); Director (Nov 2017–Dec 2018) | 2017–2018 | Led specialty pharma company; board governance |
| Patheon N.V. / Banner Life Sciences | Executive Committee member; President, Banner Life Sciences; EVP Sales & Marketing; SVP Strategy/Corp Dev/Integration | 2009–2015 | Strategy, integration, commercial leadership at CDMO |
| Valeant (now Bausch Health) | SVP Asia; SVP & CIO; executive committee | Pre‑2009 (years not specified) | Regional operations and technology leadership |
| Ernst & Young (EY Consulting) | Consultant, life sciences practice | Early career | Advisory background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kiniciti, LLC | Chief Executive Officer | Since Jan 2021 | Cell & gene therapy sector acceleration |
| Ncardia | Chairman of the Board | Since Nov 2021 | Drug discovery (cardiovascular/neurology) |
| Abzena | Chairman of the Board | Since Jun 2022 | Biologics/bioconjugates development (CDMO) |
| LongueVue Capital | Operating Partner | Ongoing | Private equity operating partner |
Board Governance
- Chair and independence: Non‑Executive Chair; independent per Board standards and Nasdaq .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Attendance and engagement: Board met 10 times in FY2024; each incumbent director attended ≥75% of combined Board and committee meetings; all directors attended the 2024 AGM. Shareholders can communicate directly via Mr. Glass as Chair, with summaries provided to the Board .
- Roles/responsibilities: Chair presides at Board and independent director meetings and serves as liaison between management and Board .
- Ownership guidelines: Non‑employee directors must hold ≥3x the $52,100 cash retainer (threshold $156,300); all directors subject to guidelines have met requirements or are within the five‑year phase‑in .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Board annual retainer | $52,100 | Standard non‑employee director retainer |
| Non‑Executive Chair premium | $35,000 | Additional retainer for Chair |
| Audit Committee member fee | $10,000 | Non‑chair member |
| Nominating & Corporate Governance member fee | $5,000 | Non‑chair member |
| Total cash fees earned | $102,100 | Sum of retainers/fees |
| Director Compensation (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $102,100 |
| Option Awards (grant date fair value) | $145,357 |
| Stock Awards (grant date fair value) | $179,520 |
| Total Compensation | $426,977 |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Annual stock option | Jul 30, 2024 | 11,000 | 100% on 1‑year anniversary or next AGM | Included in $145,357 |
| Annual restricted stock award | Jul 30, 2024 | 11,000 | 100% on 1‑year anniversary or next AGM | Included in $179,520 |
- Performance metrics: Director equity grants are time‑based; no performance conditions are disclosed for non‑employee director awards .
- Initial director grant policy: Upon initial election, non‑employee directors receive an option to purchase 49,500 shares vesting ratably over three years (applies to new directors; Mr. Glass is a seasoned director) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Kiniciti, Ncardia, Abzena | CEO/Chairman roles | Company discloses no related‑party transactions >$120,000 since Jan 1, 2024; Audit Committee reviews related‑party transactions per policy . |
No related‑party transactions were disclosed for Mr. Glass or entities affiliated with him in FY2024 under Item 404 thresholds .
Expertise & Qualifications
- Extensive pharmaceutical and CDMO leadership (Patheon/Banner Life Sciences; Valeant), board governance across biotech and life sciences, and private equity operating experience .
- Financial literacy affirmed by Board for Audit Committee service; independence per Nasdaq and company standards .
- Academic credentials in Economics and Political Science (University of Arizona) .
Equity Ownership
| Beneficial Ownership Breakdown (as of Jun 1, 2025) | Shares |
|---|---|
| Options exercisable within 60 days (personal) | 144,000 |
| Options exercisable within 60 days (revocable trust) | 86,000 |
| Shares held (revocable trust u/t/d Aug 26, 2020) | 75,904 |
| Shares held (The Geoffrey Glass Trust) | 69,075 |
| RSAs vesting within 60 days | 11,000 |
| Total beneficial ownership | 385,979; <1% of outstanding shares |
- As of Dec 31, 2024, Mr. Glass held 230,000 unexercised options and 11,000 unvested stock awards .
- Ownership guidelines: Directors must hold ≥3x retainer; all directors subject have met or are within phase‑in .
- Hedging/pledging: Executive officers and directors are prohibited from hedging and pledging company securities under the insider trading policy .
Governance Assessment
- Board effectiveness: Independent Non‑Executive Chair role enhances oversight and shareholder access (Chair serves as communications conduit); Mr. Glass serves on Audit and Nominating & Governance, supporting financial oversight and governance processes .
- Independence, attendance, engagement: Confirmed independent; attendance ≥75% with full AGM participation; signals of robust engagement .
- Alignment & incentives: Director pay mix combines modest cash retainers with time‑vested equity (options and RSAs); ownership guidelines and share retention obligations strengthen alignment, though director equity lacks performance hurdles (typical for directors) .
- Conflicts/related‑party exposure: No related‑party transactions >$120,000 disclosed for FY2024; Audit Committee and Nominating & Governance Committee oversee related‑party and governance risks .
- RED FLAGS: None disclosed (no legal proceedings; anti‑hedging/pledging policy in force; strong say‑on‑pay support at 2024 AGM indicating shareholder confidence in compensation governance) .