Paul Manning
LiquidiaAbout Paul B. Manning
Paul B. Manning, age 69, is an independent director of Liquidia (LQDA) serving since December 2020. He is Chairman and Chief Executive Officer of PBM Capital Group (since 2010) and previously founded PBM Products in 1997, which was sold to Perrigo in 2010. He holds a B.S. in microbiology from the University of Massachusetts and has over 30 years of managerial and operational experience in healthcare investing and operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBM Capital Group | Chairman & CEO | 2010–present | Private equity investor in healthcare and life sciences |
| PBM Products | Founder | 1997–2010 (sold to Perrigo in 2010) | Built and exited infant formula/baby food company |
| RareGen (now Liquidia PAH) | Director | Aug 2018–Nov 2020 | Pre-merger director before Liquidia acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verrica Pharmaceuticals (VRCA) | Director | Dec 2015–present | Public company board service |
| Candel Therapeutics (CADL) | Director | Nov 2018–present | Public company board service |
| Taysha Gene Therapies (TSHA) | Director | Within past five years (ended) | Prior public company board service |
| Various private companies | Executive officer/director | Ongoing | Multiple privately held company roles |
Board Governance
- Independence: The Board determined Manning is independent under Nasdaq listing standards and Rule 10A-3 considerations .
- Committee assignments: Member, Nominating and Corporate Governance Committee; Chair is Dr. Stephen Bloch. Manning is not listed as a member of the Audit or Compensation Committees .
- Attendance: In FY2024, the Board held six meetings; Manning attended fewer than 75% of the aggregate of Board and committee meetings during the period—unique among directors, indicating a potential engagement concern .
- Election arrangements: Cooperation Agreements tied to the 2020 RareGen transaction appointed Manning and provided PBM-related replacement designation rights during a defined “Cooperation Period,” suggesting potential entrenchment dynamics if PBM-affiliated ownership thresholds are met .
Fixed Compensation
| Policy Element | Amount ($) | Source |
|---|---|---|
| Board of Directors annual cash retainer (member) | 50,000 | 2024 director compensation policy |
| Board Chair additional cash fee | 35,000 | Policy |
| Audit Committee member fee | 10,000 | Policy |
| Audit Committee chair additional fee | 10,000 | Policy |
| Compensation Committee member fee | 7,500 | Policy |
| Compensation Committee chair additional fee | 7,500 | Policy |
| Nominating & Corporate Governance Committee member fee | 5,000 | Policy |
| Nominating & Corporate Governance Committee chair additional fee | 5,000 | Policy |
| Director (2024) | Cash Fees ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|
| Paul B. Manning | 55,000 | 250,009 | 305,009 |
Performance Compensation
| Element | Structure | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Equity | RSUs | $250,000 per year | Vest on earlier of 1-year from grant or day prior to next annual meeting | None disclosed for director RSUs; policy describes time-based vesting only |
| Outstanding Awards (12/31/2024) | Options | 111,385 units | As per award terms (strike/expiry not disclosed in director table) | Not applicable |
| Outstanding Awards (12/31/2024) | RSUs | 20,359 units | Time-based per policy | Not applicable |
Note: The proxy’s director equity program is time-vested RSUs; no director-specific performance metrics (e.g., TSR, revenue, ESG) are disclosed for board grants .
Other Directorships & Interlocks
| Company | Relationship to LQDA | Potential Interlock/Conflict Notes |
|---|---|---|
| Verrica Pharmaceuticals (VRCA) | None disclosed | No Liquidia-related transactions disclosed in the proxy |
| Candel Therapeutics (CADL) | None disclosed | No Liquidia-related transactions disclosed in the proxy |
| PBM Capital–affiliated fund | Participated in LQDA’s Sept 2024 public offering | ~$3.0M purchased at the public offering price; related-party participation at market terms |
Expertise & Qualifications
- Healthcare operator and investor with 30+ years of experience; founded and exited PBM Products; leads PBM Capital Group .
- Academic background in microbiology (B.S., University of Massachusetts) .
- Public biotech governance experience (VRCA, CADL; prior TSHA) .
- Serves on Nominating & Corporate Governance Committee, aligning with governance oversight expertise .
Equity Ownership
| Holder/Vehicle (as of Record Date) | Shares | % of Outstanding |
|---|---|---|
| Aggregate beneficial ownership (Paul B. Manning) | 6,707,269 | 7.8% |
| PBM Capital Finance (manager and sole beneficial owner) | 435,674 | — |
| PD Joint Holdings | 198,413 | — |
| BKB Growth Investments, LLC | 816,311 | — |
| Jointly with spouse | 3,131,794 | — |
| Paul B. Manning Revocable Trust | 898,335 | — |
| PBM Grantor Retained Annuity Trust (1/18/2024) | 1,101,665 | — |
| Options and RSUs exercisable/vesting within 60 days | 125,077 | — |
- Shares outstanding used for calculation: 85,448,787 common shares as of the Record Date .
- Anti-hedging and anti-pledging policy prohibits hedging and pledging without prior CFO approval; no pledging is disclosed for Manning in the proxy .
Governance Assessment
- Independence and concentration: Manning is classified as independent yet holds a significant 7.8% stake, enhancing alignment but increasing influence; independence determination considered ownership and relationships under Nasdaq and Rule 10A-3 .
- Engagement red flag: Manning’s attendance was below 75% of aggregate Board/committee meetings in 2024, unlike other directors—this is a governance risk for board effectiveness and oversight .
- Committee role: Serving on Nominating & Corporate Governance positions him to influence director selection and governance practices; leadership of this committee resides with Dr. Bloch, not Manning .
- Related-party exposure: PBM-affiliated participation in the September 2024 offering (~$3.0M) occurred at public terms, a mixed signal—supportive capital but related-party involvement requires continued scrutiny .
- Structural entrenchment risk: 2020 Cooperation Agreements provide PBM-related replacement designation rights tied to ownership thresholds, potentially reducing board flexibility if conditions persist .
- Pay structure and alignment: Director compensation is predominantly equity via time-vested RSUs ($250k) plus modest cash ($55k), supporting ownership alignment; absence of director-level performance metrics suggests time-based retention rather than pay-for-performance constructs .
- Risk mitigants: Company-wide anti-hedging/anti-pledging policy reduces misalignment risks from speculative trades or pledging; indemnification agreements are standard for board service .
RED FLAGS: Below-75% attendance in FY2024 ; structural entrenchment features via Cooperation Agreements ; sizable personal/affiliated ownership requiring ongoing conflict monitoring despite independence designation .