Kathleen Glaub
About Kathleen Sereda Glaub
Independent Class III director (age 71) serving since May 2018; Audit Committee Chair and member of the Compensation Committee; designated Audit Committee Financial Expert. Background includes senior finance and operating roles across biotech (former CEO of Afferent Pharmaceuticals; former President of Plexxikon; prior CFO of Cell Genesys; Treasurer at Genentech; finance roles at Intel). Education: B.A. UC Berkeley; M.B.A. Northwestern Kellogg. The board deems her independent under Nasdaq/SEC rules and reports all incumbent directors met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Afferent Pharmaceuticals | Director; Chief Executive Officer | Director 2013–2016; CEO 2014–2016 | Led company through acquisition by Merck (closed July 2016) |
| Plexxikon, Inc. | President | Nov 2001–May 2013 | Operational leadership at oncology-focused biotech |
| Cell Genesys, Inc. | SVP & Chief Financial Officer | Not disclosed | Senior finance leadership at public biotech |
| Genentech, Inc. | Treasurer | Not disclosed | Corporate treasury leadership at public biotech |
| Intel Corporation | Finance & treasury roles | Not disclosed | Corporate finance roles at blue-chip technology firm |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| CuraSen Therapeutics, Inc. | Co-founder; Executive Chair | Private | Since Oct 2018 |
| Escient Pharmaceuticals, Inc. | Director; Chair | Private | Current |
| Codexis, Inc. | Director | Public | Previously served (not current) |
| Aligos Pharmaceuticals, Inc. | Director | Public | Previously served (not current) |
| Bailard Healthcare Fund | Investment Advisory Board Member | Private fund | Previously served |
Board Governance
- Independence: Board determined all non-employee directors, including Ms. Glaub, are independent under SEC/Nasdaq rules.
- Committees and chair roles (2024): Audit (Chair; financial expert); Compensation (Member). Audit met 4x; Compensation 3x; Nominating & Corporate Governance 3x.
- Financial expert: Board designated Ms. Glaub an “audit committee financial expert.”
- Attendance: Board met 6x in 2024; all incumbent directors attended ≥75% of aggregate board and committee meetings during periods served.
- Auditor oversight: Audit Committee pre-approves all audit/non-audit services; 100% of EY services in 2024 and 2023 were pre-approved. Audit Committee Report signed by Chair Kathleen S. Glaub.
- Hedging/pledging: Company policy prohibits hedging and pledging/margining of company stock by directors.
- Related-party transactions: None with directors/executives since Jan 1, 2023 (other than compensation).
- Compensation committee interlocks: None.
Fixed Compensation
| Component (Director Program) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $40,000 | Non-employee directors; paid quarterly |
| Audit Committee Chair fee | $15,000 | Additional to board retainer |
| Compensation Committee member fee | $5,000 | Additional to board retainer |
| Nominating & Corporate Governance Chair fee | $8,000 | Not applicable to Ms. Glaub |
| Audit Committee member fee | $7,500 | Not applicable to Ms. Glaub as Chair |
| Meeting fees | None disclosed | Program is retainer-based |
- 2024 actual for Ms. Glaub: Fees earned $60,000; Option awards grant-date fair value $42,068; Total $102,068. Cash aligns with Board retainer ($40k) + Audit Chair ($15k) + Compensation member ($5k).
Performance Compensation
| Equity Element | Grant Size (shares) | Vesting | Notes |
|---|---|---|---|
| Initial director option (from Jan 2024) | 70,593 | Monthly over 3 years | For new appointees (reduced to 54,357 in Feb 2025) |
| Annual director option (from Jan 2024) | 45,642 | 1-year cliff | Granted at close of annual meeting (reduced to 35,144 in Feb 2025) |
| Change-in-control | — | Full acceleration | For all outstanding director equity if in continuous service at CoC (per 2021 Equity Plan) |
| 2024 Option Award (Ms. Glaub) | — | — | Grant-date fair value reported: $42,068 (ASC 718) |
- No performance metrics (e.g., TSR, EBITDA) are used for director equity; awards are service-vested only.
- Year-over-year structure: Audit Chair cash fee reduced in prior year (from $34,000 to $15,000) and equity moved from value-based to fixed-share grants; further share reductions approved Feb 2025 to preserve plan capacity. These changes modestly reduce dilution and fixed cost.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock risk |
|---|---|---|
| CuraSen Therapeutics (private) | Executive Chair | No IOBT related-party dealings disclosed |
| Escient Pharmaceuticals (private) | Director & Chair | No IOBT related-party dealings disclosed |
| Codexis, Inc. (public) | Former Director | Prior role; no current interlock with IOBT |
| Aligos Pharmaceuticals, Inc. (public) | Former Director | Prior role; no current interlock with IOBT |
- Compensation Committee interlocks: None reported among IOBT executives/directors.
Expertise & Qualifications
- Finance/governance: Former CFO (Cell Genesys), Treasurer (Genentech), audit financial expert, Audit Chair.
- Biotech operating: CEO (Afferent), President (Plexxikon); extensive transaction, financing, and operational experience.
- Education: B.A. UC Berkeley; M.B.A. Northwestern Kellogg.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Composition |
|---|---|---|---|
| Kathleen S. Glaub | 207,770 | <1% | Options/warrants exercisable within 60 days of Apr 11, 2025 |
Additional context:
- As of Dec 31, 2024, Ms. Glaub held 212,858 warrants and stock options; directors held only options/warrants outstanding (no RSUs disclosed).
- Hedging and pledging of company stock prohibited, strengthening alignment.
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| 2025-06-06 | Form 4 (SEC) | Statement of changes in beneficial ownership filed by Kathleen S. Glaub (details in filing) |
Note: See the SEC Form 4 for transaction type, share counts, and price; company proxy discloses beneficial ownership and director equity structure but not individual trade details.
Governance Assessment
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Strengths
- Independent director; Audit Committee Chair and designated financial expert—key for investor confidence on controls and reporting.
- No related-party transactions; no compensation committee interlocks; hedging/pledging prohibited.
- Active committee engagement (Audit, Compensation); Board reports ≥75% attendance among incumbents in 2024.
- Director pay structure modest; changes in 2024/2025 reduced equity grant sizes (dilution-aware) and maintained retainer discipline.
-
Watch items
- Multiple external leadership commitments (Executive Chair at CuraSen; Chair at Escient) could present time-allocation considerations; no conflicts disclosed with IOBT.
- Individual attendance percentage not disclosed; only that all incumbents met ≥75%—monitor future proxies for any deviation.
-
Overall view: Governance profile for Ms. Glaub supports board effectiveness—experienced finance/operator background, robust audit oversight leadership, and clean conflict profile. Compensation mix emphasizes service-vested options with recent share reductions, aligning with long-term shareholder interests while limiting dilution.
