James Cornelius
About James M. Cornelius
James M. Cornelius (age 81) is an independent Class II director of MBX, serving since September 2020; his current term expires at the 2026 annual meeting. He chairs the Audit Committee and sits on the Compensation Committee, and the board has designated him as an “audit committee financial expert.” He holds a B.A. magna cum laude and an M.B.A. from Michigan State University and has previously served as CFO, CEO, and Chair at multiple public companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb (NYSE: BMY) | Chairman | Feb 2008–May 2015 | Led board oversight for large-cap biopharma |
| Bristol Myers Squibb | CEO | Sep 2006–Mar 2010 | Operational leadership and capital allocation |
| Mead Johnson Nutrition (acq. by Reckitt Benckiser) | Chairman | Dec 2009–Jun 2017 | Governance of nutrition company pre-sale |
| Guidant (acq. by Boston Scientific) | Chairman & CEO | Nov 2005–Apr 2006 | Turnaround/strategic transaction leadership |
| Guidant | Executive Chairman & Senior Executive | From Sep 1994 | Built medtech business spun from Eli Lilly |
| Eli Lilly (NYSE: LLY) | CFO and Director | 1983–1995 | Principal financial/accounting officer experience |
| The Chubb Corporation | Director | Not disclosed | Prior public board service |
| The DIRECTV Group | Director | Not disclosed | Prior public board service |
| Given Imaging | Director | Not disclosed | Prior public board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornelius Family Foundation | Chairman | Current | Philanthropy leadership |
| Cornelius Private Investments | Chairman | Current | Private investment leadership |
Board Governance
- Board status and class: Independent Class II director; term to 2026 annual meeting.
- Committees: Audit Committee Chair; Compensation Committee member; all audit committee members are independent and financially literate; Cornelius is the board-designated “audit committee financial expert.”
- Lead independent director: Patrick J. Heron.
- Independence: Board determined all directors except the CEO are independent per Nasdaq/SEC rules.
- Attendance: Board met seven times in 2024; each director attended at least 75% of board and committee meetings.
- Committee activity: Audit and Compensation Committees established in Aug 2024; each held one meeting in FY 2024.
Fixed Compensation
| Component | Amount | Period/Context | Source |
|---|---|---|---|
| Fees Earned (Cash) | $17,446 | FY 2024 actual | |
| Board Annual Cash Retainer (policy) | $40,000 | Policy adopted Sept 2024 | |
| Audit Committee Chair Retainer (policy) | $15,000 | Policy | |
| Compensation Committee Member Retainer (policy) | $5,000 | Policy | |
| Lead Independent Director Retainer (policy) | $20,000 | Not applicable to Cornelius |
Note: Policy cash retainers are payable quarterly and prorated for partial years.
Performance Compensation
| Metric | Amount/Detail | Period/Context | Source |
|---|---|---|---|
| Option Awards (grant-date fair value) | $349,283 | FY 2024 actual | |
| Director Annual Option Grant (policy) | 16,000 options | Granted at each annual meeting; vests in full by next annual meeting or 1 year | |
| Director Initial Option Grant (policy) | 32,000 options | For new directors; vests over 3 years (1/3 at year 1, remainder monthly) | |
| Outstanding Director Options | 55,240 shares | As of Dec 31, 2024 (aggregate options held) | |
| Options Exercisable ≤60 Days | 39,277 shares | As of April 11, 2025 |
Vesting terms (policy): Annual grants vest in full within one year (or by next annual meeting); initial grants vest 1/3 at year one, remainder monthly over 24 months; full acceleration upon sale of the company.
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Bristol Myers Squibb | Former Chairman/CEO | Prior role; no current interlock disclosed |
| Mead Johnson Nutrition | Former Chairman | Prior role; company acquired by Reckitt Benckiser |
| Guidant | Former Chairman/CEO | Prior role; company acquired by Boston Scientific |
| Eli Lilly | Former CFO and Director | Prior role |
| The Chubb Corporation; The DIRECTV Group; Given Imaging | Former Director | Prior roles |
- MBX major holders have board representation (e.g., Frazier, OrbiMed, NEA, Norwest), but the board determined Cornelius is independent; audit/comp committees meet SEC/Nasdaq independence requirements.
Expertise & Qualifications
- Designated audit committee financial expert; prior service as principal financial officer, principal executive officer, and principal accounting officer at public companies.
- Deep biopharma and medtech leadership; extensive public board experience.
- Education: B.A. magna cum laude and M.B.A. from Michigan State University.
Equity Ownership
| Category | Shares | Percent of Outstanding | Notes |
|---|---|---|---|
| Common Shares Held | 102,082 | <1% | Direct holdings |
| Options Exercisable ≤60 Days | 39,277 | <1% | Early-exercise options immediately exercisable within 60 days as of 4/11/2025 |
| Total Beneficial Ownership | 141,359 | <1% | Based on 33,424,371 shares outstanding |
Policy on hedging/derivatives and pledging: Short sales and derivative transactions prohibited; pledging requires Audit Committee advance approval. No pledges by Cornelius disclosed.
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with “financial expert” designation; committees follow SEC/Nasdaq independence standards; attendance at or above required thresholds; formal clawback policy adopted per SEC/Nasdaq. These factors support board effectiveness and investor confidence.
- Alignment: Holds common shares and near-term exercisable options; receives equity via standardized director option policy (annual grants), indicating equity-based alignment with shareholder outcomes.
- Compensation structure: Modest cash fees in 2024, with equity as the larger component; policy cash retainers/committee fees are transparent and prorated post-IPO, reducing pay opacity.
- Potential risks/considerations: Venture investors hold significant stakes and board seats (Frazier, OrbiMed, NEA, Norwest), creating potential ecosystem interlocks; however, Cornelius is unaffiliated with these holders and the Audit Committee reviews/approves related-person transactions per policy. Age 81 may raise long-term continuity considerations, but tenure and expertise provide stabilizing oversight.
- Related-party exposure: Participated in Series B via conversion of a convertible note ($188,886.33 → 233,192 shares) during 2022–2023 financing rounds; disclosed in “Certain relationships and related transactions.” No additional transactions above thresholds since Jan 1, 2023 other than disclosed financings.
Director Compensation Policy Details (Reference)
| Policy Element | Amount/Terms | Source |
|---|---|---|
| Board Annual Retainer | $40,000 | |
| Audit Chair | $15,000 | |
| Audit Member | $7,500 | |
| Compensation Chair | $10,000 | |
| Compensation Member | $5,000 | |
| Nominating/Gov Chair | $8,000 | |
| Nominating/Gov Member | $4,000 | |
| Science & Medicine Chair | $8,000 | |
| Science & Medicine Member | $4,000 | |
| Lead Independent Director | $20,000 | |
| Non-Executive Chair | $30,000 | |
| Director Initial Option Grant | 32,000 options; 3-year vest (1/3 at year 1; remainder monthly) | |
| Director Annual Option Grant | 16,000 options; vests within 1 year/by next annual meeting | |
| Annual Equity/Cash Cap | $750,000 (or $1,000,000 first year as director) |
Compliance and Related-Party Controls
- Related-party transactions: No transactions above thresholds since Jan 1, 2023 other than disclosed financing activity; policy mandates Audit Committee approval for related-party transactions.
- Insider trading/hedging/pledging policy: Robust prohibitions and pre-approval requirements; insider trading policy filed with 10-K as Exhibit 19.1.
- Board leadership: CEO also Chair with a Lead Independent Director structure; independent directors meet in executive session frequently.
RED FLAGS
- None disclosed for Cornelius on hedging or pledging; no loans or undisclosed related-party transactions. Prior participation in financing via note conversion is disclosed and customary for pre-IPO investors/insiders. Concentrated ownership and multiple investor-affiliated directors warrant ongoing monitoring, but independence determinations and Audit Committee oversight mitigate conflict risk.