John Sylvester
About John R. Sylvester
Independent director and Non‑Executive Chairman of Delcath Systems, Inc. since February 2023; director since July 2019; age 61. He most recently served as CEO of Curium Pharma’s SPECT and International businesses, and previously held senior roles at BTG plc (Chief Commercial Officer, Chief Development Officer), Biocompatibles plc (Managing Director), Baxter Healthcare (VP Marketing, Europe), and earlier industrial-sector leadership roles. Education: joint honors in Biochemistry and Applied Molecular Biology from UMIST (University of Manchester Institute of Science & Technology). Board cites his international strategy/commercialization experience as enhancing Board capabilities .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Curium Pharma | CEO, SPECT & International businesses | Most recent role prior to DCTH board | Led commercial units in radiopharma; international scope |
| BTG plc | Chief Commercial Officer; Chief Development Officer (Strategy, M&A, Market Access) | Joined 2011; tenure culminated in $4.2B sale to Boston Scientific | Led Interventional Oncology/Vascular; strategic transactions |
| Biocompatibles plc | Managing Director | Prior to BTG | Built Interventional Oncology business; exit to BTG for £166M |
| Baxter Healthcare (Europe) | VP Marketing, $750M Medication Delivery | Pre‑Biocompatibles; Brussels/Zurich | Accountable for six strategic business units |
| Industrial/Mining Company | General Manager | Immediately prior to Baxter | Oversaw $4.0B assets, $500M sales, 1,500 employees |
External Roles
- No current public company directorships disclosed for Mr. Sylvester in the proxy .
Board Governance
- Role: Non‑Executive Chairman since Feb 2023; independent director .
- Independence: Board determined Mr. Sylvester is independent under Nasdaq rules .
- Committees: Chair, Compensation & Stock Option Committee; Member, Nominating & Corporate Governance Committee; not on Audit .
- Meeting attendance: Board met 8 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended 2024 annual meeting .
- Leadership structure: Delcath separates Chair and CEO roles to minimize conflicts and enhance oversight .
- Committee capacity: No director chairs more than one committee; Sylvester chairs Compensation only .
Fixed Compensation
- Director cash program (effective May 23, 2024): annual Board retainer $50,000; Chairman retainer $25,000; committee chair/member retainers as below .
| Component | Annual Retainer ($) |
|---|---|
| Board Service | 50,000 |
| Chairman of the Board | 25,000 |
| Chair – Audit | 20,000 |
| Member – Audit | 10,000 |
| Chair – Compensation | 15,000 |
| Member – Compensation | 7,500 |
| Chair – Nominating & Governance | 10,000 |
| Member – Nominating & Governance | 5,000 |
- 2024 actual for Mr. Sylvester: cash fees $90,822; option award grant‑date fair value $138,347; total $229,169 .
- Annual changes in 2024: Board retainer increased from $43,000 to $50,000; committee chair/member retainers increased as outlined above .
Performance Compensation
- Structure: Non‑employee directors receive annual stock option grants under the 2020 Plan, vesting in 12 equal monthly installments; number of options set by Board with FW Cook recommendation .
- 2024 grant outcome (aggregate context): non‑employee director group options granted totaled 112,500 under the 2020 Plan in 2024 .
- Options outstanding at 12/31/2024: Mr. Sylvester held 90,182 options .
| Item | Detail |
|---|---|
| 2024 Director Option Award (Mr. Sylvester) – Grant date fair value ($) | 138,347 |
| Vesting schedule | 12 equal monthly installments, service‑based |
| Options outstanding (12/31/2024) | 90,182 |
| Repricing protections | Repricing prohibited without shareholder approval |
| Change‑in‑control treatment (plan) | Assumption/substitution permitted; potential acceleration or cash settlement; double‑trigger acceleration if awards assumed and service terminated without cause ≤12 months post‑CIC |
| Clawback/recoupment (plan) | Awards subject to clawback and recapture provisions |
Note: No performance metrics (TSR, EBITDA, ESG) are tied to director equity; awards are service‑based time vesting .
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No public company boards disclosed for Mr. Sylvester; no related‑party transactions naming him . |
Expertise & Qualifications
- Domain expertise: Interventional oncology and vascular commercialization; portfolio strategy, M&A, market access; international operations .
- Education: Joint honors in Biochemistry and Applied Molecular Biology (UMIST) .
- Board fit: Cited for enhancing Board through strategy/commercialization expertise .
Equity Ownership
| Category | Amount | % of Class |
|---|---|---|
| Total beneficial ownership (Common) | 100,732 shares | <1% |
| Direct Common shares | 10,550 | — |
| Options exercisable within 60 days | 90,182 | — |
- Anti‑hedging/pledging: Company prohibits hedging and pledging of Delcath securities by directors (alignment positive) .
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy .
Governance Assessment
- Independence and roles: Sylvester is independent and serves as Non‑Executive Chairman, chairing Compensation and serving on Nominating—appropriate separation from CEO; concentration risk mitigated by policy that no director chairs more than one committee .
- Attendance/engagement: Board met 8 times; directors met attendance thresholds and attended annual meeting—indicative of engagement .
- Pay structure: Mix of moderate cash retainers (including Chairman premium) plus time‑vested options; increases in 2024 retainers reflect market alignment; option awards are subject to anti‑repricing and clawback—shareholder‑friendly constructs .
- Ownership alignment: Beneficial ownership includes 10,550 direct shares and 90,182 near‑term exercisable options; anti‑hedging/pledging policy strengthens alignment .
- Related‑party/Conflicts: Proxy discloses financing participation by investor directors/funds (Rosalind), but no related‑party transactions naming Sylvester; Audit Committee oversees related‑party review under charter procedures .
- Shareholder sentiment (2025 AGM): Say‑on‑pay passed with 14,977,421 for vs. 227,471 against (868,469 abstentions); equity plan amendments approved—signals investor support for governance and compensation framework .
| 2025 AGM Proposal | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 14,977,421 | 227,471 | 868,469 | 6,681,684 |
| 2020 EIP Amendment (+2.2M shares) | 12,443,374 | 2,876,487 | 742,169 | 6,693,015 |
| 2021 ESPP Amendment (+300k shares) | 15,835,603 | 106,523 | 101,794 | 6,711,125 |
- RED FLAGS:
- None disclosed specific to Sylvester (no related‑party transactions, hedging/pledging prohibited) .
- Watchlist item: Board includes investor‑affiliated directors (Rosalind) with significant holdings; while not a direct conflict for Sylvester, it warrants ongoing monitoring of committee independence and pay decisions (Compensation Committee chaired by Sylvester) .