Geno Germano
About Geno Germano
Independent director since 2020; age 64; B.S. in Pharmacy from Albany College of Pharmacy. Former President & CEO of Elucida Oncology (2018–Jun 2024), prior senior leadership at Pfizer and Intrexon; currently serves on the board of Sage Therapeutics. Core credentials: deep commercial and portfolio leadership in specialty care/oncology, compensation committee chair experience, and audit literacy (audit committee financial expert) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elucida Oncology, Inc. | President & CEO; Board Member | Aug 2018 – Jun 2024 | Led strategy to apply C‑dot platform across imaging/surgical/therapeutic applications . |
| Intrexon Corporation | President | Jun 2016 – Mar 2017 | Led synthetic biology commercialization . |
| Pfizer Inc. | Group President, Global Innovative Pharma | Feb 2014 – Feb 2016 | Co‑Chair, Portfolio Strategy & Investment Committee (2013–2016); led ~$14B business and late‑stage pipeline . |
| Pfizer Inc. | President & GM, Specialty Care & Oncology | 2009 – 2013 | Led global commercial, medical, and late pipeline strategy . |
| Albany College of Pharmacy & Health Sciences | Trustee | 2008 – 2018 | Governance oversight in academia . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sage Therapeutics, Inc. | Director | Current | Public company board service . |
| Bioverativ, Inc. | Director | Prior | Prior public board service . |
| The Medicines Company | Director | Prior | Prior public board service . |
Board Governance
- Independence: Board determined Mr. Germano is independent under Nasdaq rules .
- Committees: Audit (member), Compensation (Chair), Science & Technology (member) .
- Audit expertise: Board determined he qualifies as an “audit committee financial expert” .
- Attendance: Each incumbent director attended ≥75% of Board and committee meetings in FY2024; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in private at least twice per year; sessions presided by independent Chair or Lead Director .
- Board leadership: Independent Chair (Kevin Buehler) separate from CEO; Chair performs Lead Director functions .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned | 65,750 | Aggregate cash fees for Board and committee service . |
| Director fee schedule (policy) | 40,000 | Annual fee for non‑chair directors . |
| Compensation Committee Chair (policy) | 12,250 | Annual chair fee . |
| Audit Committee Member (policy) | 7,500 | Annual member fee (non‑chair) . |
| Science & Technology Committee Member (policy) | 6,000 | Annual member fee (non‑chair) . |
Policy terms: Fees paid quarterly in arrears; initial and annual equity awards granted under non‑employee director program .
Performance Compensation
| Equity | Grant | Fair Value ($) | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|---|
| RSUs (non‑employee director annual grant, 2024) | 9,826 | 129,998 | Annual RSUs vest in a single installment on the earlier of the day before the next annual meeting or first anniversary of grant . | All unvested options/RSUs for directors vest in full upon a change in control . |
- No director PSUs/options granted in 2024 beyond the program’s RSUs; non‑employee director equity is time‑based, not performance‑conditioned .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Sage Therapeutics, Inc. . |
| Prior public boards | Bioverativ, Inc.; The Medicines Company . |
| Interlocks | No compensation committee interlocks or related‑party transactions involving Mr. Germano disclosed in the proxy . |
Expertise & Qualifications
- Pharmaceutical leadership: Senior executive roles at Pfizer (Group President; Specialty Care & Oncology) and Intrexon, with pipeline and commercial accountability .
- Board qualifications: Audit committee financial expert; extensive biopharma board experience .
- Education: B.S. in Pharmacy (Albany College of Pharmacy) .
Equity Ownership
| Holder | Shares Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Geno Germano | 16,523 | <1% | 7,807 common shares; 8,716 options exercisable within 60 days . |
- Hedging policy: Company prohibits directors/officers/employees from entering hedging or derivative transactions that offset declines in Company equity value .
- Pledging: No pledging disclosure in proxy; none identified specific to Mr. Germano .
Governance Assessment
- Committee influence: As Compensation Committee Chair, Mr. Germano oversees executive/director pay, incentive/equity plans, risk in compensation structures, and CD&A, with authority to retain independent advisors . Positive for governance efficacy.
- Financial oversight: Audit committee member and designated audit committee financial expert—supports robust financial reporting oversight and risk management . Positive signal.
- Engagement: Meets attendance expectations and participates in executive sessions; independence affirmed by Board . Positive signal.
- Alignment: Director compensation mix emphasizes equity (2024 RSU grant $129,998 vs cash fees $65,750), supporting shareholder alignment through ownership . Positive signal.
- Consultant conflicts: Aon served as independent compensation consultant (fees $45,442) while an Aon subsidiary brokered D&O insurance (fees $225,000); committee evaluated and found no conflicts; engagement approved by Board—monitoring recommended . Potential risk mitigated by oversight.
- Related party exposure: Proxy discloses related‑party policies and transactions; none involve Mr. Germano . No red flag identified.
RED FLAGS (none identified in proxy specific to Mr. Germano):
- No disclosed low attendance, related‑party transactions, or hedging/pledging by Mr. Germano .
Watch items:
- Time‑based director equity accelerates on change‑in‑control, a common practice but can be shareholder‑unfriendly in some views—note for comp structure analysis .
- Ownership is modest in absolute terms (<1%); ongoing equity grants partially address alignment .
Compensation Committee Analysis
| Element | Detail |
|---|---|
| Composition | Geno Germano (Chair), Shari Lisa Piré (Member)—both independent, non‑employee directors . |
| Advisor Use | Authority to retain advisors; engaged Aon as independent consultant in 2024; assessed and found no conflicts . |
| Scope | CEO and senior officer pay; incentive/equity plan oversight; director pay; risk assessment; CD&A preparation; say‑on‑pay frequency recommendations . |
Director Compensation Snapshot (2024)
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Geno Germano | 65,750 | 129,998 | 195,748 |
| Program terms | — | Annual RSUs (2024 grant: 9,826) | — |
Related Party Transactions & Policies
- Policy: Audit committee pre‑approves/ratifies related‑person transactions; interested directors recuse from votes .
- Disclosures: No transactions involving Mr. Germano; notable item relates to Duke license payments to an executive (Dr. Smith) unrelated to Mr. Germano .
Say‑on‑Pay & Shareholder Feedback (context)
- First say‑on‑pay held in 2025 post‑EGC status; Board recommended annual frequency; not specific to Mr. Germano but relevant to Compensation Committee oversight .
Notes on Board Meetings (FY2024)
| Body | Meetings Held |
|---|---|
| Board | 7 |
| Audit Committee | 4 |
| Compensation Committee | 3 |
| Nominating & Corporate Governance Committee | 2 |
| Science & Technology Committee | 6 |