Jan Skvarka
About Jan Skvarka
Independent director at Monte Rosa Therapeutics (ticker: GLUE) since March 2023; age 58 as of March 31, 2025. He holds a BS in business administration and a PhD in economics from the University of Economics in Bratislava, and an MBA from Harvard Business School. Current external roles include Executive Chairman of DEM BioPharma (since March 2022) and director at Zentalis Pharmaceuticals (since September 2022). Prior CEO roles include Trillium Therapeutics (acquired by Pfizer for $2.3B) and Tal Medical; prior partner at Bain & Company (Healthcare Practice).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trillium Therapeutics, Inc. | President & CEO, Director | Sep 2019 – Nov 2021 | Led transformation culminating in $2.3B acquisition by Pfizer; repositioned CD47 program; market cap from ~$16M to $2.3B in ~2 years. |
| Tal Medical | President & CEO | 2014 – Jan 2019 | Strategy execution; built leadership team; oversaw clinical development. |
| Bain & Company | Partner (Healthcare Practice) | Prior to 2014 | Led life sciences engagements; senior leadership in Bain Healthcare Practice. |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| DEM BioPharma, Inc. (private) | Executive Chairman | Mar 2022 | Immune-oncology focus. |
| Zentalis Pharmaceuticals, Inc. (public) | Director | Sep 2022 | Oncology; potential network overlap with former GLUE director/CEO Kimberly Blackwell (Zentalis CEO/Director until Nov 2024). |
| GentiBio, Inc. (private) | Executive Chairman | Jun 2022 – Nov 2022 | Biotherapeutics; short tenure. |
Board Governance
- Classification and tenure: Class I director; current term expires at the 2025 annual meeting; nominated for re‑election for a term ending at the 2028 annual meeting.
- Independence: GLUE’s board determined all directors except the CEO (Warmuth) are independent; Skvarka is independent.
- Board leadership: Chairman role separated from CEO; non-executive chair is Andrew Schiff; structure intended to strengthen oversight.
- Committee memberships and chair roles (2025 structure):
- Nominating & Corporate Governance Committee: Chair (members: Skvarka, Anthony Manning, Eric Hughes); met 3 times in 2024.
- Audit Committee: Not a member.
- Compensation Committee: Not a member.
- Attendance and engagement:
- Full board met 15 times in 2024; each director attended at least 75% of board and applicable committee meetings; directors encouraged to attend annual meeting.
- Directors (except Eric Hughes, appointed Dec 2024) attended the 2024 annual meeting; Skvarka was on the board in 2024.
- Codes and policies: Insider trading policy prohibits hedging, short sales, derivative transactions, and pledging/margin use; any waivers require Audit Committee approval.
Fixed Compensation
| Component | FY 2024 Actual ($) | Policy Rate ($) | Notes |
|---|---|---|---|
| Board annual cash retainer | 42,422 | 40,000 | 2024 fees reflect board retainer plus committee chair fees, with mid-year committee reconfiguration. |
| Nominating & Corporate Governance Committee – Chair fee | Included above | 8,000 | Committee established in June 2024; chair receives $8,000. |
- Non-employee directors can elect to receive cash retainers/fees as unrestricted shares equal in value to foregone cash.
Performance Compensation
| Equity Award | Shares | Grant Date | Vesting | Change-in-Control Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Initial director option grant | 41,000 | Mar 2023 (appointment) | 36 equal monthly installments from grant date (service-based). | 100% acceleration upon change in control with continued service through consummation. | 318,693 (FY 2023) |
| Annual continuing director option grant | 20,500 | Jun 12, 2023 | Vests in full at earlier of first anniversary or next annual meeting. | 100% acceleration upon change in control. | Included in FY 2023 total |
| Annual continuing director option grant | 22,100 | Jun 12, 2024 | Vests in full at earlier of first anniversary or next annual meeting. | 100% acceleration upon change in control. | 69,016 (FY 2024) |
| Outstanding Equity (as of Dec 31, 2024) | Quantity |
|---|---|
| Options outstanding (aggregate shares) | 83,600 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Zentalis Pharmaceuticals, Inc. | Director since Sep 2022 | Kimberly Blackwell (GLUE director) served as Zentalis CEO and director until Nov 2024; current interlock limited to Skvarka’s Zentalis board seat. No GLUE related-party transactions disclosed involving Zentalis. |
| DEM BioPharma, Inc. | Executive Chairman since Mar 2022 | Private entity; no GLUE related-party transactions disclosed. |
| GentiBio, Inc. | Executive Chairman Jun–Nov 2022 | Private entity; no GLUE related-party transactions disclosed. |
Expertise & Qualifications
- Strategy and transformation: Led Trillium Therapeutics’ turnaround, elevating CD47 candidate and delivering a $2.3B acquisition by Pfizer over ~2 years.
- Leadership and operating experience: CEO roles (Trillium, Tal Medical) and Executive Chairman roles (DEM BioPharma, GentiBio).
- Advisory and industry depth: Bain & Company partner in Healthcare Practice; extensive life sciences sector experience.
- Education: PhD (economics), BS (business administration), MBA (Harvard).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Jan Skvarka | 48,972 | <1% | Options exercisable within 60 days total 48,972; aggregate options outstanding 83,600 (implies 34,628 unexercisable as of 12/31/2024). |
- Hedging/pledging: Company policy prohibits hedging, derivative transactions, short sales, and pledging/margin usage for directors; waivers require Audit Committee approval.
Governance Assessment
- Board effectiveness and independence: Skvarka is an independent director not serving on audit/compensation; his chair role on Nominating & Corporate Governance aligns with board refresh, succession planning, and governance oversight; attendance met ≥75% threshold.
- Alignment and incentives: Director pay mix emphasizes equity options with annual vesting tied to director service and change-in-control acceleration, which aligns interests with shareholders; 2024 mix approximately $42.4k cash vs $69.0k equity grant-date value.
- Conflicts and related parties: Despite external roles (notably Zentalis), GLUE discloses no related party transactions involving Skvarka; insider trading/pledging prohibitions reduce alignment risks.
- Signals for investor confidence: Strong governance posture (separate chair/CEO, independent committee chairs, EGC-compliant clawback policy for executives), robust board activity, and clear committee charters.
RED FLAGS
- None disclosed specific to Skvarka: no legal proceedings, no related-party transactions, no pledging/hedging, and adequate attendance.
Notes
- GLUE, as an emerging growth company, is not required to hold say-on-pay votes yet, limiting direct shareholder feedback on executive pay, though this is a company-wide regulatory status rather than a board choice.