Stephen Bloch
LiquidiaAbout Stephen Bloch
Stephen Bloch, M.D. is an independent Chairperson of Liquidia’s Board and serves on the Audit and Compensation Committees while chairing the Nominating & Corporate Governance Committee; he has served on Liquidia Corporation’s Board since June 2020 and previously served on special Litigation and R&D committees . He is 62 and brings combined operating, venture, and board experience including General Partner at Canaan Partners (since 2007), CEO roles at EvolveImmune Therapeutics (since Jan 2020) and Allyx Therapeutics (since Jul 2020), and prior founder/CEO of Radiology Management Sciences; education includes BA (Dartmouth), MD (University of Rochester), and MA (Harvard, History of Science & Public Policy) . He has been on the board of Liquidia Technologies since 2009 and previously served on the public board of Marinus Pharmaceuticals (2005–2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canaan Partners | Principal; later General Partner | Principal: Aug 2003–Nov 2007; GP: since Nov 2007 | VC leadership and financial expertise cited in director qualifications |
| EvolveImmune Therapeutics | Chief Executive Officer | Since Jan 2020 | Operating leadership in life sciences |
| Allyx Therapeutics, Inc. | Chief Executive Officer | Since Jul 2020 | Operating leadership in life sciences |
| Radiology Management Sciences, LLC | Founder & Chief Executive Officer | Jan 1995–Jun 2002 | Built specialty medical management business |
| Marinus Pharmaceuticals (Nasdaq: MRNS) | Director (public) | Sep 2005–Apr 2016 | Prior public company board experience |
External Roles
| Organization | Type | Role | Tenure/Status | Notes |
|---|---|---|---|---|
| Various private life sciences companies | Private | Director | Current (unspecified) | Director of a number of private life sciences companies |
| Marinus Pharmaceuticals (Nasdaq: MRNS) | Public | Director | 2005–2016 | No current public boards disclosed in last five years |
Board Governance
| Item | Detail |
|---|---|
| Board leadership | Independent Chairperson of the Board |
| Committee assignments | Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee Chair (since Apr 2021) |
| Independence | Board determined Dr. Bloch is independent under Nasdaq and SEC rules (including heightened Audit standards) |
| Board/committee activity | Board met 6 times in 2024; Audit Committee met 5 times in 2024 |
| Attendance | Other than one director (Paul Manning), no director attended fewer than 75% of Board and applicable committee meetings in 2024 (implies ≥75% for Bloch) |
| Election results (2025) | 2025 Class I election: Bloch For 39,609,683; Withheld 6,598,760; Broker non-votes 21,352,314 |
2025 Director Election (Class I)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Stephen Bloch, M.D. | 39,609,683 | 6,598,760 | 21,352,314 |
| Joanna Horobin, M.B., C.H.B. | 45,361,656 | 846,787 | 21,352,314 |
| Roger A. Jeffs, Ph.D. | 46,091,138 | 117,305 | 21,352,314 |
Note: Bloch’s withhold votes were higher than the other Class I nominees, a potential governance signal to monitor .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 112,500 | Reflects Board Chair plus committee roles per policy below |
| 2023 | 80,000 | Prior structure with option grants (see Performance Compensation) |
Director cash fee policy (non-employee): Board member $50,000; Board Chair additional $35,000; Audit Committee member $10,000; Compensation Committee member $7,500; Nominating & Corporate Governance Committee member $5,000; same additional amounts for committee chair roles .
Performance Compensation
| Year | Award Type | Grant-Date Fair Value ($) | Units/Options (#) | Pricing/Terms | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 | RSUs | 250,009 | 20,359 RSUs (outstanding at 12/31/24) | Annual director RSU grant policy (adopted Jan 2024) | Earlier of 1-year from grant or day prior to next AGM | None disclosed (time-based) |
| 2023 | Stock Options | 131,910 | 20,000 options (2023 grant) | Exercise price $8.63 (6/19/2023) | 36 equal monthly installments; fully vested 6/19/2026 | None disclosed (time-based) |
Structural shift: In January 2024, the board moved from annual option grants to annual time-based RSUs of $250,000 for non-employee directors, aligning compensation value but reducing option leverage risk .
Other Directorships & Interlocks
| Category | Company | Role | Period | Notes |
|---|---|---|---|---|
| Prior public board | Marinus Pharmaceuticals (MRNS) | Director | 2005–2016 | No current public company directorships disclosed in last 5 years |
| Current public board roles (last 5 yrs) | — | — | — | None disclosed |
Expertise & Qualifications
- Financial expertise and venture experience (Canaan) cited by the board as reasons for qualification .
- Extensive operating experience as CEO in biotech (EvolveImmune, Allyx) and prior founder/CEO experience .
- Academic credentials: BA (Dartmouth), MD (University of Rochester), MA (Harvard) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date 4/23/2025) | 183,365 shares; less than 1% of shares outstanding (85,448,787) |
| Outstanding equity held (12/31/2024) | 169,673 options; 20,359 RSUs (non-employee director holdings) |
| Anti-hedging/pledging policy | Prohibits short-term/speculative transactions and pledging without prior CFO approval |
| Pledging/Hedging by Bloch | No pledging or hedging transactions disclosed in proxy |
Governance Assessment
- Board effectiveness and independence: Bloch is an independent Board Chair and chairs Nominating & Corporate Governance; also serves on Audit and Compensation, with Audit independence affirmed under heightened SEC/Nasdaq standards—supportive of strong oversight .
- Attendance and engagement: Board met 6 times and Audit met 5 times in 2024; only one director fell below 75% attendance and it was not Bloch—suggesting adequate engagement .
- Pay alignment and structure: 2024 total director pay of $362,509 for Bloch (cash $112,500; RSUs $250,009) with time-based vesting; policy shift from options (2023) to RSUs (2024) reduces risk of option repricing and simplifies alignment, though lacks performance conditions .
- Ownership alignment: Modest personal beneficial ownership (<1%) but ongoing equity awards (options/RSUs) provide continuing exposure; anti-hedging/pledging policy mitigates misalignment risk .
- Shareholder signals: 2025 say-on-pay passed (For 44,393,482; Against 1,313,301; Abstain 501,660; broker non-votes 21,352,314) and Bloch was re-elected, but with higher withhold votes than his Class I peers—monitor sentiment toward board leadership .
- Related-party/conflict review: Related-party transactions disclosed since Jan 1, 2024 involved Caligan (affiliate of director David Johnson) and a fund affiliated with Paul Manning; no transactions involving Bloch disclosed, despite his external CEO/GP roles—reduces direct conflict risk at present .
RED FLAGS to monitor
- Elevated withhold votes in 2025 relative to peer nominees (Bloch: 6.6M withheld vs peers <0.9M) may indicate pockets of investor concern about board leadership or governance decisions .
- Time-based equity (no performance metrics) for directors—common in practice but offers limited explicit pay-for-performance conditioning .
Appendix: Reference Policies and Votes
- Non-employee director cash fee schedule and RSU policy (adopted Jan 2024) .
- Director independence determinations .
- Anti-hedging/anti-pledging policy .
- 2024 say-on-pay: For 31,829,948; Against 3,823,031; Abstain 107,918; broker non-votes 19,308,637 .
- 2025 say-on-pay: For 44,393,482; Against 1,313,301; Abstain 501,660; broker non-votes 21,352,314 .
Sources: Liquidia DEF 14A (2025, 2024) and 8-K vote results as cited above .