Barbara Ryan
About Barbara Ryan
Barbara Ryan, age 65, is an independent director of MiNK Therapeutics (INKT), serving since 2021; she is Chair of the Audit & Finance Committee and a member of the Compensation Committee . She is CEO of Barbara Ryan Advisors and a Senior Advisor at EY; previously she was Managing Director and Head of Pharmaceutical Research at Deutsche Bank and began her career covering pharmaceuticals at Bear Stearns in 1982 . The Board has determined she is independent and has designated her an “audit committee financial expert,” underscoring finance and oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank | Managing Director & Head of Pharmaceutical Research | Not disclosed | Lead analyst on high-profile IPOs (Express Scripts, Henry Schein, etc.) |
| Bear Stearns | Equity Research Analyst (pharmaceuticals) | Began in 1982 | Established long-tenured coverage of pharma |
| FTI Consulting | Managing Director | Not disclosed | Strategic capital markets advisory work |
| Various biopharma transactions | Strategic counsel (consultant) | Not disclosed | Supported Shire/AbbVie, Shire/Baxalta, Allergan/Valeant; raised >$1.5B for emerging biopharma via IPOs, FOs, PIPEs, convertibles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barbara Ryan Advisors | Chief Executive Officer | Founded 2012 | Life sciences capital markets strategic advisory firm |
| EY | Senior Advisor | Current | Global advisory role |
| Indivior Inc. | Director | Current | Public company board service |
| INVO BioScience, Inc. | Director | Current | Public company board service |
| Red Door Community NYC | Board member | Current | Non-profit governance |
| Fabulous Pharma Females | Founder | Current | Non-profit advancing women in biopharma |
Board Governance
- Committee assignments: Audit & Finance Committee Chair; Compensation Committee member .
- Independence: Board determined Ryan is independent under Nasdaq rules; Audit & Finance Committee is entirely independent; Ryan qualifies as an audit committee financial expert .
- Attendance: In 2024, Board met 4 times with 5 actions by written consent; all directors attended all Board and applicable committee meetings . Audit & Finance Committee met 4 times; Compensation Committee met once in 2024 .
- Executive sessions: Independent directors meet in executive session periodically without management .
- Affiliate Transactions Committee: Created in March 2023 to address matters between MiNK and Agenus, meets ad hoc; reflects board attention to related-party oversight .
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| Annual Board cash retainer ($) | $50,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer ($) | $15,000 | Chair premium |
| Compensation Committee member retainer ($) | $6,000 | Member fee |
| Total fees earned (2024) ($) | $71,000 | Matches base + committee fees; paid in cash or RSUs vesting one month from grant |
Fee schedule (Board-wide policy):
| Role | Annual Cash Retainer ($) |
|---|---|
| Audit Committee Chair | $15,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Chair | $10,000 |
| Compensation Committee Member | $6,000 |
| Corporate Governance & Nominating Committee Chair | $7,500 |
| Corporate Governance & Nominating Committee Member | $4,000 |
Performance Compensation
| Element | Details |
|---|---|
| Options awarded in 2024 | None for Barbara Ryan (— in Option Awards column) |
| RSUs usage | Director fees may be paid in cash or RSUs that vest one month from grant; Barbara held 2,422 RSUs outstanding as of 12/31/2024 |
| Performance metrics | No performance-based metrics disclosed for non-employee director compensation (director section presents retainers and equity used to deliver fees) |
Other Directorships & Interlocks
- Other current public boards: Indivior Inc.; INVO BioScience, Inc. .
- Controlling shareholder: Agenus Inc. beneficially owns ~54.9% of MiNK common stock; Chairman Garo Armen is also CEO of Agenus, highlighting parent/affiliate linkage .
- Affiliate oversight: Board formed Affiliate Transactions Committee in 2023 to address MiNK–Agenus matters .
- Advisory links: Barbara Ryan Advisors lists Agenus among clients, creating a potential advisory relationship proximity to the controlling shareholder .
Expertise & Qualifications
- Audit & Finance: Designated audit committee financial expert; oversees auditor independence, ICFR, quarterly reviews, risk management, strategic tax planning .
- Capital markets: Raised >$1.5B for emerging biopharma; lead analyst on notable IPOs; extensive IR/PR and strategic counsel track record .
- Industry breadth: Long-term pharma coverage; consulting and transaction support across biopharma .
Equity Ownership
| Holder | Number of Issued Shares | Number of Shares Issuable (within 60 days) | Total | % of Class |
|---|---|---|---|---|
| Barbara Ryan | 13,015 | 14,864 | 27,879 | <1% |
| Shares outstanding (as of 4/24/2025) | 3,966,392 | — | — | — |
Director equity awards outstanding (as of 12/31/2024):
| Instrument | Quantity |
|---|---|
| Stock options (aggregate outstanding) | 10,423 |
| RSUs (aggregate outstanding) | 2,422 |
Section 16 compliance:
- Based on company review, 2024 Section 16 filings were timely for directors and officers, except filings related to Dr. Kadlec’s appointment; no timeliness issues identified for Barbara Ryan .
Governance Assessment
- Strengths: Independent director; Audit & Finance Committee Chair and audit committee financial expert; full attendance in 2024; structured committee oversight; executive sessions of independents, and annual evaluations of Chair/CEO indicate oversight processes .
- Alignment: Modest cash retainer and committee fees; potential RSU delivery of fees; meaningful but sub-1% personal stake via issued/issuable shares; outstanding options/RSUs indicate some equity exposure .
- Related-party oversight: Presence of Affiliate Transactions Committee to manage MiNK–Agenus relationships is positive; however, Agenus is controlling shareholder and Chairman also leads Agenus, raising perennial independence sensitivities; Ryan’s advisory firm includes Agenus as a client, a proximity risk even with formal independence designation .
- Signals to monitor:
- Compensation Committee met only once in 2024; ensure cadence matches pay and incentive decision needs for a development-stage biotech .
- Continued clarity on director stock ownership guidelines and hedging/pledging prohibitions would strengthen alignment disclosures; current proxy references a securities trading policy but does not specify pledging restrictions in the cited section .
- Conclusion: Ryan’s capital markets and audit expertise bolster board effectiveness; related-party dynamics with Agenus warrant ongoing scrutiny and robust use of the Affiliate Transactions Committee to sustain investor confidence .