Sylvia McBrinn
About Sylvia McBrinn
Independent Class I director of BioAtla (BCAB), age 72, serving since June 2021. She chairs the Compensation Committee and serves on the Audit Committee; the board has determined she is independent under Nasdaq and SEC rules, and each audit and compensation committee member is independent and financially literate . Background includes 30+ years in biopharma commercialization and operations, with a B.S. in Biology (DeSales University) and MBA (Widener University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axerion Therapeutics (ReNetX Bio) | Co‑founder, CEO | 2009–2012 | Built and led early-stage biotech operations |
| Vernalis Pharmaceuticals (U.S.) | Head, U.S. Organization | 2005–2008 | Built and led U.S. commercial organization |
| Andrx Laboratories | EVP & GM, Brand Pharmaceuticals | 2003–2004 | Led branded product division |
| Pharmacia Corporation | VP, Global & U.S. Marketing (Bextra; Neurology; U.S. Marketing) | 1997–2003 (company tenure 1986–2003) | Led global and U.S. marketing across therapeutic areas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yale University | Entrepreneur in Residence | Since Mar 2021 | Advisory role |
| Propel Bio Partners | Strategic Advisor | Since Mar 2022 | VC advisory |
| Springboard Enterprises | Life Science Council Member | Since 2014 | Nonprofit board council (women-led companies) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: Board deems all directors except CEO (Dr. Short) and Scott Smith independent; all audit/comp/nom‑gov committee members meet SEC/Nasdaq independence .
- Financial expertise: Audit members (including McBrinn) are financially literate; audit chair is an SEC “financial expert” (Dr. Gray) .
- Attendance: Board met 4x in 2024; audit 8x; compensation 4x; nom‑gov 4x. Each director attended ≥75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Dr. Lawrence Steinman presides over executive sessions; CEO also serves as Chair, mitigated by LID structure .
- Compensation Committee interlocks: None; no Item 404 relationships; no reciprocal comp committee ties at other companies in 2024 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual board retainer (non‑employee directors) | $40,000 | Policy amended/restated June 2024 |
| Lead Independent Director retainer | $25,000 | Applies to LID role only |
| Committee membership fees (Audit / Comp / Nom‑Gov) | $7,500 / $5,000 / $4,000 | Annual cash |
| Committee chair fees (Audit / Comp / Nom‑Gov) | $15,000 / $10,000 / $8,000 | Annual cash |
| McBrinn — Fees earned (2024) | $57,500 | Board retainer + Comp Chair + Audit member |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 13, 2024 | 16,500 | $25,905 | Vest on earlier of 1‑yr anniversary or day before next annual meeting, subject to service |
| Unvested RSUs at 12/31/2024 | — | 16,500 | — | Outstanding for all non‑employee directors |
- No performance metrics are tied to director equity; annual RSUs are time‑vested under the non‑employee director program .
Other Directorships & Interlocks
| Company | Role | Committees/Notes |
|---|---|---|
| Not disclosed | — | No public company directorships disclosed for McBrinn; compensation committee reported no interlocks in 2024 . |
Expertise & Qualifications
- Commercialization, marketing and product launch leadership across multiple therapeutic areas; biopharma operations and building commercial organizations .
- Financial literacy (Audit Committee member) and governance experience as a committee chair .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notable Details |
|---|---|---|---|
| Sylvia McBrinn | 130,240 | <1% | Includes 16,500 shares issuable upon RSU vesting within 60 days of Apr 21, 2025 |
- Director stock ownership guidelines: 3x annual cash retainer; measured on Dec 31 using highest closing price; shares include RSUs and vested option spread; all non‑employee directors met the guideline for FY2024 .
- Hedging/pledging: Strictly prohibited for directors under Insider Trading Policy; no margin or pledging of company stock allowed .
- Clawback: Incentive‑based cash and equity subject to recovery for restatements and certain non‑restatement issues per Compensation Recovery Policy (effective Oct 2, 2023) .
Governance Assessment
- Chair of Compensation: Positive oversight signal; committee uses independent consultant (Aon) with no conflicts; program emphasizes pay‑for‑performance and long‑term alignment; RSUs used (time‑vested) for directors and pivot to RSUs for executives in 2024 to strengthen alignment .
- Independence & attendance: Independent status confirmed; ≥75% attendance; active committee cadence (audit 8x, comp 4x, nom‑gov 4x) supports board effectiveness .
- Ownership alignment: McBrinn meets director ownership guideline; hedging/pledging prohibited; RSU grants provide continuing alignment .
- Related‑party exposure: No Item 404 transactions disclosed involving McBrinn; broader company RPTs center on Himalaya Therapeutics (CEO‑linked), but none indicate conflicts with McBrinn .
- Shareholder feedback: Say‑on‑pay approved in 2024; annual frequency set in 2022, indicating acceptable compensation governance framework; as Comp Chair, McBrinn’s oversight aligns with shareholder preferences .
- Red flags: Combined CEO/Chair structure persists; mitigated by Lead Independent Director and executive sessions. No hedging/pledging, no option repricing, and no tax gross‑ups reduce governance risk .