Richard Cilento Jr.
About Richard Cilento Jr.
Independent Class I director (age 63) serving on FibroBiologics’ board since April 2021. Background spans founder/CEO roles (GlycosBio; FuelQuest), senior technology leadership at Xerox/XLConnect, and early NASA engineering work; education includes a BS in Aeronautical and Astronomical Engineering (University of Illinois) and an MBA (University of Houston–Clear Lake) .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| GlycosBio Inc. | Founder, Chairperson & CEO | Current (life sciences R&D firm) | Executive leadership experience cited as board qualification |
| FuelQuest, Inc. | Founder, President & CEO | Acquired by Saracen Energy Advisors LP (May 2007) | Supply chain/IT expertise |
| Xerox Corporation / Xerox Connect | VP, Strategic Services (Xerox Connect) | Prior to XLConnect merger with Xerox (dates not disclosed) | Advanced systems leadership |
| XLConnect Solutions | VP, Corporate Services; lead technologist | Pre-IPO to merger with Xerox (dates not disclosed) | IPO preparation; systems leadership |
| NASA | Lead engineer; Space Shuttle flight plans; ISS assembly sequences | Early career (dates not disclosed) | Complex program planning and systems engineering |
External Roles
| Organization | Role | Status | Potential Overlap/Interlock |
|---|---|---|---|
| GlycosBio Inc. | Founder, Chairperson & CEO | Private company | Same sector (life sciences/biotech) – monitor for any transactions; none disclosed |
Board Governance
- Committee assignments (2024-2025): Audit Committee chair and designated “audit committee financial expert”; Compensation Committee member; Audit Committee members include Cilento, Coen, Niklas; Compensation Committee chaired by Link .
- Independence: Board determined Cilento is independent under Nasdaq/SEC rules; all directors except O’Heeron and Hoffman are independent .
- Meetings and attendance: Board met 10 times in 2024; committees met Audit 5 / Compensation 6 / Governance 4; except for Dr. Niklas, each director (including Cilento) attended ≥75% of combined Board and committee meetings; Cilento attended the 2024 annual meeting .
- Leadership structure: Combined CEO/Chair; no lead independent director; independent directors hold executive sessions at every regular Board meeting .
- Audit Committee scope includes related-party review, ICFR oversight, earnings release review, auditor selection/pre-approval .
Fixed Compensation
| Component | Policy Amount | Source |
|---|---|---|
| Board annual retainer (member) | $35,000 | |
| Audit Committee member retainer | $8,000 | |
| Audit Committee chair retainer | $10,000 | |
| Compensation Committee member retainer | $6,000 | |
| Compensation Committee chair retainer | $10,000 | |
| Nominating Committee member retainer | $5,000 | |
| Nominating Committee chair retainer | $10,000 |
| Director | FY 2024 Cash Fees ($) | Source |
|---|---|---|
| Richard Cilento Jr. | 50,370 |
Performance Compensation
| Item | Detail | Source |
|---|---|---|
| Annual equity grant (policy) | Stock options to purchase 5,000 shares at each annual meeting; vest fully at earlier of 1-year anniversary or next annual meeting; vested options exercisable for 12 months post-service | |
| 2024 director option grant | 5,000 options on Aug 2024 at $1.73 exercise price; grant-date fair value $6,800 | |
| Form 4 confirmation (Aug 27, 2024) | 5,000 options at $1.73; vest per director policy; expiration 08/26/2034 | |
| Unexercised options (12/31/2024) | 195,300 options outstanding (aggregate, unexercised) |
Director Compensation Mix (YoY)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 43,000 | 50,370 |
| Option Awards ($) | 333,540 | 6,800 |
| Total ($) | 376,540 | 57,170 |
Other Directorships & Interlocks
| Company | Role | Public Listing | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public-company board roles disclosed for Cilento |
Expertise & Qualifications
- Audit committee financial expert designation; deep finance/audit literacy .
- Technical and operating expertise across aerospace, IT, supply chain, biotech; NASA systems engineering; senior roles at Xerox/XLConnect; founder/CEO experience (GlycosBio, FuelQuest) .
- Education: BS Aeronautical & Astronomical Engineering; MBA .
Equity Ownership
| Holder | Common Shares | Vested Options (exercisable) | % Common | % Total Voting Power | Notes |
|---|---|---|---|---|---|
| Richard Cilento Jr. | 93,225 | 111,952 | <1% | <1% | Beneficial total reported as 205,177 shares/options; figures based on 38,262,586 common shares and Series C super-voting structure |
| Policy on pledging/hedging | Hedging and pledging of company equity prohibited for directors |
Insider Trades
| Date | Type | Security | Quantity | Price/Strike | Vesting/Expiration | Source |
|---|---|---|---|---|---|---|
| 08/27/2024 | Award (A) | Stock Options (Right to Buy) | 5,000 | $1.73 | Vest per director policy; Expires 08/26/2034 |
Governance Assessment
-
Positives
- Independent director; Audit Committee chair with SEC “financial expert” designation enhances financial oversight .
- Documented committee activity (Audit 5; Comp 6; Gov 4 meetings in 2024); Cilento met ≥75% attendance threshold and attended the 2024 annual meeting, supporting engagement .
- Audit Committee explicitly reviews related-party transactions; no Cilento-related transactions disclosed, reducing direct conflict risk .
-
Watch items / RED FLAGS
- Controlled company dynamics: CEO holds Series C super-voting stock (Board exercises an irrevocable proxy for 46.1% of votes), potentially dampening minority investor influence; while not specific to Cilento, it affects board effectiveness and independence signals .
- Section 16 reporting lapse: Directors (including Richard Cilento) were late filing initial Form 3s upon direct listing (administrative error/oversight) – process weakness to monitor .
- External executive role overlap: Cilento’s CEO role at GlycosBio (life sciences R&D) is the same industry; no related transactions disclosed, but monitor for future dealings or information flows .
-
Compensation alignment
- Director pay is modest and largely cash retainer plus small annual option grant (5,000 options); 2023 saw a large equity grant (185,300 options) that normalized in 2024, improving optics around ongoing equity dilution .
- Anti-hedging/anti-pledging policy strengthens alignment by limiting downside protection strategies for directors .
-
Committee effectiveness
- Compensation Committee uses an independent consultant (Anderson Pay Advisors LLC) for benchmarking, and meets Nasdaq/SEC independence standards, supporting rigorous pay governance .
- Audit Committee duties cover ICFR, auditor independence/pre-approval, earnings releases, and related-party review – comprehensive scope under Cilento’s chairmanship .
Overall, Cilento’s independence, financial expert status, and committee leadership are positives for governance and investor confidence; key monitoring areas are the controlled company voting structure and ensuring continued timely Section 16 compliance and avoidance of sector-related conflicts.