Ora Pescovitz
About Ora Pescovitz
Ora Pescovitz, M.D., age 68, is a Class III independent director of MBX Biosciences, serving since April 2022; she is President of Oakland University (since July 2017) and a nationally recognized pediatric endocrinologist with 190 publications, elected to the National Academy of Medicine, and holds an M.D. from Northwestern University Feinberg School of Medicine . Prior roles include SVP & U.S. Medical Leader for Lilly Biomedicines (2014–2017), University of Michigan Executive Vice President for Medical Affairs and Health System CEO (2009–2014), and President & CEO of Riley Hospital for Children (2004–2009) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly (Lilly Biomedicines) | SVP & U.S. Medical Leader | Oct 2014–Jun 2017 | Led U.S. medical leadership; biopharma operating experience |
| University of Michigan Health System | EVP for Medical Affairs & Health System CEO | May 2009–Oct 2014 | Enterprise leadership across clinical and academic missions |
| Riley Hospital for Children | President & CEO | 2004–2009 | Pediatric care leadership; system administration |
| Indiana University | Exec Assoc Dean for Research; Interim VP for Research Admin | Prior to 2004 | Academic research administration |
| Life Technologies Corporation | Director (public company) | Apr 2012–Feb 2014 | Board experience; LIFE later acquired by Thermo Fisher |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oakland University | President | Jul 2017–Present | Current external executive role |
| Priority Health | Director | Current | Health insurer board service |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Science & Medicine .
- Independence: Board determined all directors other than CEO P. Kent Hawryluk are independent; includes Dr. Pescovitz .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of aggregate board and committee meetings served .
- Lead Independent Director: Patrick J. Heron serves as Lead Independent Director .
- Executive sessions: Independent directors meet in executive session at virtually every board meeting .
- Committee activity: Nominating & Corporate Governance Committee formed Aug 2024 (0 meetings in 2024); Science & Medicine Committee formed Oct 2024 (2 meetings in 2024; chaired by Steven Ryder, M.D.) .
Fixed Compensation
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 15,120 | 407,141 | 422,261 |
Director compensation policy (rates):
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 40,000 | Non-employee directors; payable quarterly, prorated |
| Audit Chair / Member | 15,000 / 7,500 | Annual |
| Compensation Chair / Member | 10,000 / 5,000 | Annual |
| Nominating & Governance Chair / Member | 8,000 / 4,000 | Annual |
| Science & Medicine Chair / Member | 8,000 / 4,000 | Annual |
| Lead Independent Director | 20,000 | Annual |
| Non-Executive Chair | 30,000 | Annual |
Performance Compensation
| Equity Grant Type | Shares | Vesting | Terms |
|---|---|---|---|
| Initial Director Option | 32,000 | 1/3 at 1st anniversary; remaining 2/3 monthly over 24 months | Granted upon initial election; non-statutory option; full vesting acceleration upon sale |
| Annual Director Option | 16,000 | Vests fully by next annual meeting or 1-year anniversary | Granted at each annual meeting; pro-rata if appointed off-cycle; full acceleration upon sale |
| 2024 Reported Option Award (Fair Value) | — | — | $407,141 grant-date fair value as expensed (ASC 718) |
| Options Held (as of 12/31/2024) | 38,604 | — | Aggregate options outstanding for Dr. Pescovitz |
No director performance metrics (revenue/EBITDA/TSR/ESG) are tied to non-employee director compensation in the proxy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock |
|---|---|---|---|
| Life Technologies | Public (acquired) | Director (2012–2014) | No current interlock disclosed |
| Priority Health | Private | Director | No MBX-related transactions disclosed |
No related-party transactions involving Dr. Pescovitz are disclosed since January 1, 2023; RPTs require Audit Committee approval per policy .
Expertise & Qualifications
- Medical/Scientific: Pediatric endocrinologist; 190 publications; elected to National Academy of Medicine .
- Leadership: University president; prior health system CEO; biopharma medical leadership at Eli Lilly .
- Education: M.D., Northwestern University Feinberg School of Medicine; Distinguished Alumni honors .
- Board qualifications: Academic, business, and medical experience; prior public company board service .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Direct common outstanding (early exercise) | 14,903 | Issued via early exercise |
| Restricted stock outstanding (subject to vesting) | 1,733 | Early exercise; continued vesting |
| Options exercisable within 60 days | 22,641 | Immediately exercisable |
| Market purchase (Apr 8, 2025) | 7,693 | Open-market purchase |
| Total beneficial ownership | 46,970 | Less than 1% of shares outstanding |
| Ownership % | <1% | Based on 33,424,371 shares outstanding |
Policy on pledging/hedging and derivatives:
- Insider trading policy prohibits short sales and derivative transactions; purchases/sales of puts/calls or derivative securities require Audit Committee advance approval; margin/pledging risks are addressed in policy narrative .
Governance Assessment
- Board effectiveness: As Chair of Nominating & Corporate Governance, Dr. Pescovitz influences board composition, governance guidelines, and director evaluations; committee operated under charter with 2024 formation and processes documented . Independence and frequent executive sessions support robust oversight .
- Engagement/attendance: Board met 7 times; ≥75% attendance threshold met by all directors, indicating engagement; Science & Medicine Committee held two meetings after formation, reflecting active oversight of R&D matters .
- Incentive alignment: Director pay is heavily equity-oriented for 2024 (cash $15,120 vs. options $407,141), aligning director interests with shareholders; policy codifies annual and initial option grants with sale-event acceleration terms .
- Ownership: Beneficial ownership is modest (<1%), but recent open-market purchase (7,693 shares on April 8, 2025) is a positive alignment signal; no pledging disclosed and derivatives are restricted by policy .
- Conflicts/related-party exposure: No related-party transactions involving Dr. Pescovitz disclosed; MBX maintains a formal RPT policy requiring Audit Committee approval and has adopted clawback policy for executives (not applicable to director fees), supporting governance controls .
- RED FLAGS: None disclosed regarding attendance, pledging, hedging, or related-party transactions. Equity award acceleration upon sale is common in biotech but merits monitoring for change-in-control alignment and potential optics; director compensation cap ($750k annual; $1,000k first year) mitigates excessive pay risk .