Gary Sender
iBioAbout Gary Sender
Gary Sender, 63, has served as an independent director of iBio since October 2020. He is Chair of both the Audit Committee and the Compensation Committee, and previously served as Lead Independent Director from December 2021 until the role was removed on November 10, 2022 following William Clark’s appointment as Board Chair. Sender is an “audit committee financial expert,” with a B.S. in Finance from Boston University and an MBA from Carnegie Mellon University, and brings 25+ years of financial leadership in pharma/biotech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nabriva Therapeutics plc | Chief Financial Officer | May 2016 – Mar 2021 | Retired Mar 2021; finance leadership at commercial-stage biopharma |
| Synergy Pharmaceuticals Inc. | EVP & Chief Financial Officer | Nov 2015 – Apr 2016 | Short-term CFO role during transition |
| Shire plc (now Takeda) | SVP Finance | Aug 2009 – Jun 2015 | Supported Specialty Pharma and Global Commercial businesses |
| Tengion, Inc. | Chief Financial Officer | Aug 2004 – Jul 2009 | CFO of regenerative medicine company |
| Merck & Co., Inc. | Various Finance Leadership Roles | ~15 years | Multiple leadership positions in finance |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Schrödinger, Inc. | Director | Public | Chair of Audit; Chair of Compensation |
| Harmony Biosciences Holdings, Inc. | Director | Public | Chair of Audit; Member of Compensation |
| Apnimed | Director | Private | Chair of Finance Committee |
Board Governance
- Committee leadership: Audit Committee Chair; Compensation Committee Chair; both committees met 6 and 4 times, respectively, in FY2025 .
- Independence: Board determined all directors except the CEO are independent under Nasdaq standards; Sender is independent and qualifies under Rule 10A-3 and 10C-1 .
- Attendance: The Board met 6 times in FY2025; each current director attended at least 75% of aggregate Board and committee meetings; independent directors meet in executive session at least quarterly .
- Term/class: Class III director; term expires at the 2026 Annual Meeting .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | Chair | 6 |
| Compensation | Chair | 4 |
| Nominating & Corporate Governance | Not a member | 5 (committee chaired by Dr. Kropotova) |
| Executive Sessions (independent directors) | N/A | At least quarterly |
Fixed Compensation
| Component | Policy Rate (Annual) | Sender Actual FY2025 ($) |
|---|---|---|
| Board Member Cash Retainer | $40,000 | $71,351 (total cash earned) |
| Audit Committee Chair | $20,000 | Included in cash above |
| Compensation Committee Chair | $15,000 | Included in cash above |
| Nominating & Governance Member/Chair | $5,000 / $10,000 (not applicable) | — |
| Meeting Fees | None disclosed | — |
| Total Cash | Sum of applicable retainers | $71,351 |
Notes:
- Retainers are payable quarterly in arrears; prorated for partial service .
Performance Compensation
| Equity Element | FY2025 Grants | Valuation | Vesting & Terms |
|---|---|---|---|
| Stock Options (annual grant) | 18,900 options | Grant-date fair value: $46,205 | Options granted at fair market value on grant date; annual director grants at each Annual Meeting; initial election grant is 12,600 options vesting over 36 months |
Additional equity policies:
- Options are granted under the 2023 Omnibus Incentive Plan; equity grants timed to avoid undisclosed MNPI and priced at fair market value on grant date .
- No RSUs/PSUs are disclosed for directors; director equity is in options only for FY2025 .
Other Directorships & Interlocks
| Company | Relationship to iBio | Potential Interlock/Conflict |
|---|---|---|
| Schrödinger, Inc.; Harmony Biosciences | External board roles for Sender | No related-party transactions involving Sender disclosed; Audit Committee reviews and approves related-party transactions; policy prohibits conflicts; see Related Party Transactions section . |
Expertise & Qualifications
- Audit committee financial expert; deep finance background across large pharma and early-stage biotech .
- Education: B.S. Finance (Boston University); MBA (Carnegie Mellon University) .
- Prior CFO and senior finance roles indicating strong oversight capability for audit and compensation matters .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership | 28,509 shares; <1% | As of Oct 3, 2025; less than 1% of 20,254,599 shares outstanding |
| Options Outstanding | 19,318 | As of Jun 30, 2025 |
| Options Vested | 11,443 | As of Jun 30, 2025 |
| Options Unvested | 7,875 | Derived from outstanding minus vested |
| Shares Pledged/Hedged | Prohibited by policy | Insider Trading Policy bans pledging and hedging |
Governance Assessment
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Strengths:
- Dual chair roles (Audit and Compensation) with signed Audit Committee report indicate active oversight of financial reporting and auditor independence .
- Confirmed independence; audit financial expert designation enhances credibility of risk oversight and compensation governance .
- Use of independent compensation consultant (Aon) with explicit conflict-of-interest assessment; adoption of clawback policy aligned with SEC rules strengthens governance .
- Prohibitions on pledging/hedging reduce misalignment risk; executive sessions at least quarterly support independent oversight .
-
Watch items / potential red flags:
- Multiple external board commitments (chairs of audit/compensation at two public companies) raise director bandwidth concerns; nominating committee states it evaluates time commitments, but monitoring is prudent .
- Classified board and removal only for cause may entrench board composition; investors often prefer annual elections .
- Low direct ownership (<1%); while options align with stock price, absence of disclosed director ownership guidelines limits “skin-in-the-game” visibility .
- Director equity in options only; no performance-conditioned equity (PSUs) for directors disclosed, which is typical but offers limited explicit performance linkage .
-
Engagement signals:
- Each director attended at least 75% of meetings; board met 6 times; committee cadence consistent (Audit 6; Compensation 4), suggesting baseline engagement .
- 2024 Say-on-Pay approval ~91% indicates general shareholder support for compensation governance framework, reflecting positively on Compensation Committee oversight under Sender’s chairmanship .
Appendix: Key Source Citations
- Biography, roles, education, external boards and committee chairs: .
- Committee membership and meetings: Audit (6), Compensation (4), Nominating (5): .
- Independence determinations: .
- Director compensation policy and FY2025 director compensation table: .
- Options outstanding and vesting status as of June 30, 2025: .
- Equity grant policies, fair market value strike practice, and clawback policy: .
- Prohibitions on pledging/hedging; insider trading policy: .
- Audit Committee report signed by Sender (Chair): .
- Security ownership table; shares outstanding: .
- Say-on-Pay shareholder feedback (~91% in 2024): .
- Board structure, leadership, executive sessions: .