Glenn P. Sblendorio
About Glenn P. Sblendorio
Glenn P. Sblendorio (age 69) is Chairman of the Board at Mineralys Therapeutics (MLYS) and has served as a director since September 2023; he is currently nominated for re-election as a Class II director for a term expiring at the 2028 annual meeting if elected . He is a seasoned biotech operator and director: former CEO and director of IVERIC bio (acquired by Astellas in July 2023), former President/CFO and director at The Medicines Company, former CFO of Eyetech Pharmaceuticals, and a former Managing Director at MPM Capital; he holds a B.B.A. (Pace), an M.B.A. (Fairleigh Dickinson), and completed Harvard’s Advanced Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IVERIC bio, Inc. (f/k/a Ophthotech) | Chief Executive Officer; Director | Jul 2017 – Jul 2023 (acquired by Astellas Jul 2023) | Led company to sale to Astellas . |
| The Medicines Company | President & CFO; Director | CFO/President Mar 2006 – Mar 2016; Director Jul 2011 – Dec 2015 | Senior finance/operator roles; board experience . |
| Eyetech Pharmaceuticals, Inc. | EVP & Chief Financial Officer | Feb 2002 – Nov 2005 (acquired by OSI Pharmaceuticals Nov 2005) | Drove finance through sale to OSI . |
| MPM Capital Advisors | Managing Director | 1998 – 2000 | Investment/biopharma finance experience . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Amicus Therapeutics, Inc. | Director | Current | Public company directorship . |
| Nanoscope Therapeutics, Inc. | Director | Current | Public company directorship . |
| Intercept Pharmaceuticals, Inc. | Director | Prior | Prior public company board seat . |
Board Governance
- Board leadership and independence: The board is chaired by Mr. Sblendorio (separate from CEO), and the board has determined all directors other than the CEO (Mr. Congleton) are independent under Nasdaq and SEC rules; this includes Mr. Sblendorio .
- Committee assignments (recent and current): Audit Committee member (2024–Apr 2025); Compensation Committee Chair (Jan 1, 2024 – Feb 13, 2025), after which Dr. Gold became chair; not listed on Nominating & Corporate Governance .
- Election/class: Class II director up for election at the 2025 annual meeting for a three-year term ending at the 2028 annual meeting .
- Attendance: The board met six times in 2024; each director (including Sblendorio) attended at least 75% of board and committee meetings on which they served; Audit met 5x, Compensation 5x, Nominating & Corporate Governance 3x .
- Annual meeting attendance: No director attended the 2024 annual meeting of stockholders (company has no formal policy requiring attendance) — a potential engagement flag .
Committee Roles (timeline)
| Committee | Role | Period | Notes |
|---|---|---|---|
| Audit | Member | May 22, 2024 – Apr 9, 2025 | Audit Committee member and signatory on the committee’s report . |
| Compensation | Chair | Jan 1, 2024 – Feb 13, 2025 | Reconstituted on Feb 13, 2025; Dr. Gold named chair thereafter . |
Fixed Compensation
- 2024 cash fees earned: $54,574 (director retainer and applicable committee/leadership retainers) .
Director Cash Retainer Program (structure)
| Item | 2024 Amount (pre-1/1/2025) | 2025 Amount (effective 1/1/2025) |
|---|---|---|
| Base annual retainer (non-employee director) | $40,000 | $40,000 |
| Additional retainer – Chairman of the Board / Lead Independent Director | $30,000 | $32,500 |
| Committee Chair – Audit | $15,000 | $20,000 |
| Committee Chair – Compensation | $10,000 | $15,000 |
| Committee Chair – Nominating & Corporate Governance | $8,000 | $10,000 |
| Committee Member – Audit | $7,500 | $10,000 |
| Committee Member – Compensation | $5,000 | $7,500 |
| Committee Member – Nominating & Corporate Governance | $4,000 | $5,000 |
Note: No per-meeting fees; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
- 2024 equity value granted: $197,314 (grant-date fair value of director stock options) .
- Program mechanics (options only for directors; no PSUs/RSUs disclosed):
- Initial Grant: 44,000 options (2024 program) or 65,800 options (effective 1/1/2025); vests in substantially equal monthly installments over three years .
- Annual Grant: 22,000 options (2024) or 32,900 options (effective 1/1/2025) at each annual meeting; vests monthly over 12 months (any remaining unvested portion accelerates at the next annual meeting if held before one year) .
- Exercise price: Fair market value on grant date; acceleration upon not being renominated/re-elected, death/disability, and upon change in control as defined under the 2023 Plan .
Director Equity Award Terms (structure)
| Award Type | Grant Size | Vesting | Exercise Price | Acceleration/Other Terms |
|---|---|---|---|---|
| Initial Grant (2024 policy) | 44,000 options | Monthly over 3 years | FMV on grant date | Accelerates if not renominated/not re-elected, death/disability, change in control . |
| Initial Grant (effective 1/1/2025) | 65,800 options | Monthly over 3 years | FMV on grant date | Same as above . |
| Annual Grant (2024 policy) | 22,000 options | Monthly over 12 months (remaining unvested vests at next AGM if <12 months) | FMV on grant date | Change in control acceleration and other terms as above . |
| Annual Grant (effective 1/1/2025) | 32,900 options | Monthly over 12 months (AGM catch-up) | FMV on grant date | Same as above . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Amicus Therapeutics; Nanoscope Therapeutics . |
| Prior public boards | Intercept Pharmaceuticals . |
| Board composition context | Board includes representatives of significant holders (e.g., RA Capital’s Dr. DiRocco; Samsara’s Dr. Akkaraju; Catalys Pacific’s Dr. Slingsby), reflecting concentrated ownership influence (RA Capital ~9.99%, Samsara ~8.75%, Catalys Pacific ~13.81%) . |
Expertise & Qualifications
- Finance and operating leadership (former CEO, President/CFO, CFO), M&A exits (IVERIC sale to Astellas; Eyetech sale to OSI), and capital markets experience; formal business education (B.B.A., M.B.A.) and Harvard AMP .
- Committee suitability: Board determined him independent; Audit Committee members (including Sblendorio) meet SEC/Nasdaq financial literacy requirements; audit committee financial expert designation sits with the chair (Karydas) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Glenn P. Sblendorio | 54,669 | <1% | March 25, 2025 | Company prohibits pledging/hedging; directors/officers subject to insider trading policy . |
| Options Outstanding (Director) | As-of Date | Notes |
|---|---|---|
| 66,000 options | Dec 31, 2024 | “Each designated director” held options to purchase 66,000 shares at year-end 2024 (exceptions noted for others; Sblendorio not an exception) . |
Governance Assessment
-
Strengths:
- Independent Chairman separate from CEO, with board-determined independence under Nasdaq/SEC rules; separation enhances oversight .
- Active committee roles (Audit member; Compensation Chair during 2024) and participation levels meeting board/committee attendance thresholds (≥75%) in 2024 .
- Director equity is fully at-risk via stock options, aligning with shareholder outcomes; grant sizing increased for 2025, reinforcing equity-based alignment .
-
Watch items / RED FLAGS:
- No directors attended the 2024 annual meeting (lack of ASM attendance can signal weaker direct shareholder engagement) .
- Change-in-control and “not renominated/not re-elected” vesting acceleration for director options reduces forfeiture risk; while standard in biotech, it modestly dampens pay-for-performance rigor for directors .
- Concentrated ownership and board presence from significant investors (RA Capital, Samsara, Catalys) can create perception of investor influence; however, Sblendorio himself is independent .
-
Related-party/Conflicts:
- The proxy’s related-person transactions section highlights financings and historical agreements with large shareholders, but does not disclose any related-person transactions involving Mr. Sblendorio individually .
- Section 16(a) compliance: no delinquency noted for Mr. Sblendorio in 2024 (exceptions listed pertained to other insiders) .
Director Compensation – 2024 Actuals (Sblendorio)
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($, grant-date FV) | Total ($) |
|---|---|---|---|
| 2024 | 54,574 | 197,314 | 251,888 |
Insider Trading/Compliance (proxy disclosure)
| Item | Disclosure |
|---|---|
| Section 16(a) filing status (2024) | No delinquency noted for Mr. Sblendorio; exceptions listed related to other individuals . |
Additional Policies
- Prohibitions: Directors and officers are prohibited from pledging company stock as collateral, hedging transactions (collars, swaps, exchange funds), margin purchases, short sales, and derivatives in company securities .
- Indemnification/D&O: Company provides director indemnification agreements and maintains D&O insurance coverage .