Joanna Horobin
LiquidiaAbout Joanna Horobin
Independent director at Liquidia Corporation since June 2020; age 70. Physician-executive with 30+ years in biopharma R&D and commercialization, including senior roles at Idera (SVP/CMO), Verastem (CMO), and Syndax (President/CEO), and earlier leadership at Rhône Poulenc Rorer/Chugai Rhône Poulenc. Holds an M.B., C.H.B. (medical degree) from the University of Manchester, England . The Board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liquidia Corporation | Director | Jun 2020–present | Chair, Compensation Committee (since Dec 2020); previously member, R&D (Jun 2020–Jan 2022) and Litigation (Aug 2020–Jan 2022) |
| Idera Pharmaceuticals (Nasdaq: IDRA) | SVP & Chief Medical Officer | Nov 2015–Jul 2019 | Led clinical development in oncology/rare disease |
| Verastem (Nasdaq: VSTM) | Chief Medical Officer | Sep 2012–Jul 2015 | Clinical leadership in oncology |
| Syndax (Nasdaq: SNDX) | President; CEO | Sep 2006–Sep 2012; CEO through Apr 2012 | Built oncology pipeline/company leadership |
| Rhône Poulenc Rorer / Chugai Rhône Poulenc | Various increasing responsibilities | Prior to 2006 | Global pharma leadership experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Kymera Therapeutics (Nasdaq: KYMR) | Director | Apr 2018–Jun 2024 | Former public company directorship |
| Vyant Bio (Nasdaq: VYNT) | Director | Nov 2020–Dec 2023 | Former public company directorship |
| Other | Director (private and non‑US public) | Prior | Not specified in detail |
No current external public company directorships disclosed for 2025 beyond Liquidia .
Board Governance
- Independence: Board determined Dr. Horobin is independent under Nasdaq rules .
- Committee assignments: Compensation Committee (Chair); Compensation Committee members in 2024 were Dr. Bloch, Dr. Horobin (Chair), Ms. Rielly‑Gauvin, and Mr. Kirsch .
- Board/committee activity: Board held 6 meetings in 2024; Compensation Committee held 5; Nominating & Corporate Governance held 4; Audit held 5 .
- Attendance: Other than Paul Manning, no director attended fewer than 75% of aggregate Board and applicable committee meetings in 2024 (implies Horobin ≥75%) .
- Leadership structure: Separate Chair and CEO roles; eight of nine directors are independent .
Fixed Compensation
| Component | Amount | Detail/Notes |
|---|---|---|
| Board retainer (cash) | $50,000 | Annual member fee |
| Compensation Committee member fee (cash) | $7,500 | Annual member fee |
| Compensation Committee chair fee (cash) | $7,500 | Additional annual chair fee |
| Total cash earned in 2024 (Horobin) | $65,000 | Sum of above |
| RSU annual grant (policy) | $250,000 | Time‑based RSUs; vest on earlier of 1 year from grant or day prior to next annual meeting; subject to Committee approval |
| RSU grant value received in 2024 (Horobin) | $250,009 | Grant date fair value (ASC 718) |
| Total 2024 director compensation (Horobin) | $315,009 | Cash + RSUs |
Director compensation policy: Audit member/chair fees ($10,000/$10,000); Compensation member/chair fees ($7,500/$7,500); Nominating & Corporate Governance member/chair fees ($5,000/$5,000) .
Performance Compensation
| Metric/Instrument | Structure | Targets/Conditions | Disclosure |
|---|---|---|---|
| Director RSUs | Time-based vesting | Vest at earlier of 1 year from grant or day before next annual meeting | No performance metrics for director equity awards disclosed |
Other Directorships & Interlocks
- Past public boards: Kymera Therapeutics (2018–2024), Vyant Bio (2020–2023) .
- Interlocks/related parties at Liquidia: Item 404 transactions in 2024–2025 involved entities affiliated with directors Paul Manning (PBM Capital) and David Johnson (Caligan) but none involving Dr. Horobin .
- Election arrangements: Certain investors held nomination rights for other directors (Jeffs, Manning, Johnson); no such arrangement disclosed for Horobin .
Expertise & Qualifications
- Education: M.B., C.H.B., University of Manchester (UK) .
- Domain expertise: Oncology and rare disease drug development; senior CMO and CEO experience; prior big‑pharma roles .
- Governance: Chairs the Compensation Committee; Committee retains independent consultant FW Cook; Committee reviews compensation risk and policies .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 23, 2025 record date) | 144,564 shares | Options/RSUs currently exercisable or vesting within 60 days; <1% of outstanding |
| Outstanding equity awards (12/31/2024) | Options: 130,872; RSUs: 20,359 | Awards outstanding at year‑end 2024 |
| Anti‑hedging/pledging policy | Prohibits hedging; pledging generally prohibited without prior CFO approval | Applies to directors; prohibits short sales, options, collars, margin/pledge without approval |
| Section 16 compliance | All required filings timely for FY2024 | Company statement covering directors and officers |
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on NEO Compensation | 44,393,482 | 1,313,301 | 501,660 | 21,352,314 |
| Director Election (2025) | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Joanna Horobin, M.B., C.H.B. | 45,361,656 | 846,787 | 21,352,314 |
Related Party Transactions (Conflict Review)
- Company disclosed a September 2024 public offering with ~$3.0M purchased by a fund affiliated with director Paul Manning and a December 2024 private placement of ~$10.0M to funds managed by Caligan Partners (affiliate of director David Johnson). No transactions involving Dr. Horobin were disclosed under Item 404 .
- Policies: Board-approved related person transaction policy with independent director review; Clawback policy adopted Nov 2, 2023 for executive incentive compensation .
Governance Assessment
-
Strengths
- Independent director with deep clinical and commercial experience; chairs Compensation Committee; independence confirmed by Board .
- Strong shareholder support: 2025 re‑election received 45.36M For vs 0.85M Withheld; say‑on‑pay support was robust in 2025 .
- Engagement: No director other than Paul Manning fell below 75% attendance; Board/committees active (6 Board, 5 Compensation meetings in 2024) .
- Director pay alignment: Majority in equity via time‑based RSUs; cash fees reflect committee chair responsibilities; no director performance metrics that could misalign incentives .
-
Watch items
- Capital/ownership dynamics: Significant shareholder involvement (Caligan, PBM) with historical director designation rights for others; no direct impact on Horobin, but Compensation Committee should continue to demonstrate independence (FW Cook engaged) .
- Equity is time‑based (not performance‑based) for directors; while standard, it does not directly tie director equity to specific performance metrics beyond stock price .
-
Policies reducing risk
- Anti‑hedging/anti‑pledging and insider trading controls apply to directors; pledging restricted without CFO approval .
- Related‑party transaction policy with independent oversight; no Horobin‑related transactions disclosed .
Bottom line: Horobin presents as an effective, independent compensation chair with high shareholder support, solid attendance, and no disclosed conflicts or pledging. Director pay is weighted to equity via RSUs with clear, standard vesting; no red‑flag compensation practices or related-party exposures involving her were disclosed .