James Shannon
MANNKINDAbout James S. Shannon
James S. Shannon, M.D., MRCP (UK), age 68, is Chair of the Board and a member of the Compensation Committee at MannKind; he rejoined the board in May 2015 after an earlier term from February 2010 to April 2012 and was appointed Chair in December 2020 . He is independent under Nasdaq standards (the board affirmed all directors except Messrs. Castagna and Binder are independent) . Dr. Shannon trained in medicine and cardiology, earned undergraduate and postgraduate degrees from Queen’s University Belfast, and is a Member of the Royal College of Physicians (UK) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GSK plc | Chief Medical Officer | May 2012 – Apr 2015 | Senior clinical leadership; global medical governance |
| Novartis AG | Global Head, Pharma Development | 2005 – 2008 | Led global development; prior roles included Global Head Clinical Dev & Medical Affairs (1999–2005) and portfolio/program leadership |
| Sandoz (pre-Novartis) | Head, Drug Regulatory Affairs; led R&D integration post-merger | 1994 – late 1990s | Oversaw creation of Novartis R&D; cardiovascular strategy team |
| Cerimon Pharmaceuticals | Interim CEO & President | Jan 2009 – Apr 2010 | Operational turnaround/leadership |
| Sterling Winthrop Inc. | Senior VP, Clinical Development (progressive R&D roles) | Joined 1987 | Clinical development leadership in EU/US |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Kyowa Kirin (NA), Inc. | Chairman | Since Jul 2019 |
| ProQR Therapeutics NV | Chairman | Since May 2024 |
| Leyden Labs | Director | Since Sep 2020 |
| Xilio Therapeutics | Director | Since Jun 2024 |
| Horizon Therapeutics | Director | Aug 2017 – Oct 2023 |
| Immodulon Therapeutics Limited | Director | Jul 2015 – Dec 2021 |
| Biotie; Circassia; Crucell; Endocyte | Director (various) | 2008–2012 period |
Board Governance
- Roles: Chair of the Board; member, Compensation Committee (Comp Committee comprised of Hooper—Chair, Kay, Shannon) .
- Independence: Independent; board separation of Chair and CEO is the stated policy and currently implemented (Shannon as Chair; Castagna as CEO) .
- Attendance: Board met nine times in 2024; each director attended at least 75% of board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold regular executive sessions .
- Committee activity: Audit Committee met eight times; Comp Committee met five times; Nominating & Corporate Governance Committee met four times in 2024 .
- Risk oversight: Board oversees strategy/risk; Audit Committee covers enterprise risk and cybersecurity; Compensation Committee monitors incentive risk .
Fixed Compensation
| Component | Program Detail | Shannon FY2024 Cash |
|---|---|---|
| Annual retainer | $50,000 for non-employee directors | — |
| Independent Chair premium | $50,000 | — |
| Committee fees | Compensation Committee member: $7,500; Chair: $20,000; Audit Committee member: $10,000; Chair: $25,000; Nominating member: $5,000; Chair: $10,000 | — |
| Meeting fees | None (no per-meeting fees) | — |
| FY2024 cash paid (actual) | $90,000 |
Notes: Non-employee directors may elect to receive the $50,000 cash retainer in stock; reimbursements available for board meeting expenses .
Performance Compensation
| Equity Award | Grant Mechanic | Vesting/Delivery | Shannon FY2024 Stock Awards (Grant-Date Fair Value) |
|---|---|---|---|
| Annual director RSU | Target set by dividing $250,000 by stock price used for employee equity valuation (not less than last close) | RSUs vest immediately; shares delivered upon separation from Board (retirement, removal, death) | $155,959 |
| Retainer-in-stock option | RSU equal to 100% of $50,000 retainer based on 20-day avg price (if elected) | Vests immediately; delivered at separation | Included in total stock awards if elected |
- Options: No new option grants to non-employee directors in 2024; Shannon had 44,505 options outstanding as of 12/31/2024 .
- Performance metrics: None disclosed for director equity; RSUs are not tied to performance targets and vest immediately with deferred delivery .
Other Directorships & Interlocks
| Potential Interlock/Overlap | Observation |
|---|---|
| Compensation committee interlocks | Company states no interlocks: in 2024, none of MannKind’s executive officers served on another entity’s board or compensation committee where a reciprocal relationship existed . |
| Related party transactions | None in 2024; related-person transaction policy requires Audit Committee review/approval; no transactions above $120,000 with directors/officers/family . |
| Independence review | Board annually reviews director independence; all directors except Messrs. Castagna and Binder deemed independent; no disqualifying relationships found . |
Expertise & Qualifications
- Deep drug development and portfolio leadership (Novartis global development leadership; CMO of GSK) bringing scientific and operational expertise to MNKD’s R&D-intensive strategy .
- Medical credentials (MD; MRCP UK) with clinical leadership background; trained in cardiology; degrees from Queen’s University Belfast .
- Broad governance footprint across biopharma boards (current Chair roles at Kyowa Kirin NA and ProQR; prior Horizon Therapeutics) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (SEC definition) | 68,963 shares; <1% of outstanding | Includes 24,458 common shares + 44,505 vested options |
| Vested RSUs held for future delivery | 470,550 shares | Delivered upon separation from Board |
| Options outstanding (non-employee directors) | 44,505 (Shannon) | Legacy grants; no 2024 director options |
| Hedging/pledging | Prohibited by Insider Trading Policy (no derivatives, short sales, pledging) | Applies to directors/officers/employees |
| Stock ownership guideline | 3x annual retainer; 5-year grace period; both vested/unvested awards count | All non-employee directors in compliance as of 12/31/2024 |
Governance Assessment
- Board leadership and independence: Separation of Chair/CEO, regular executive sessions, and committee independence support effective oversight; Shannon’s role as independent Chair is aligned with stronger oversight norms .
- Engagement and attendance: Board met nine times; all directors attended the 2024 Annual Meeting; minimum 75% attendance achieved by each director, signaling engagement .
- Compensation governance: Comp Committee uses Mercer LLC; independence evaluation found no conflicts; committee met five times, with pay-for-performance philosophy and clawback policy implemented at the executive level .
- Shareholder sentiment: Say-on-pay support has been strong in recent years (2021–2024 at 89–90%), indicating constructive investor feedback loops to the compensation and governance approach .
- Conflicts/related-party: No related party transactions in 2024; independence determinations found no disqualifying relationships; hedging/pledging prohibitions reduce alignment risks .
Director Compensation (FY2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 90,000 |
| Stock Awards (Grant-Date Fair Value) | 155,959 |
| Total | 245,959 |
Footnotes: No option grants to non-employee directors in 2024; Shannon had 44,505 options outstanding; directors held vested RSUs for future share delivery (Shannon: 470,550) .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support (%) |
|---|---|
| 2019 | 67% |
| 2020 | 61% |
| 2021 | 89% |
| 2022 | 88% |
| 2023 | 90% |
| 2024 | 90% |
Compensation Committee Analysis
- Composition and independence: Hooper (Chair), Kay, Shannon—each independent under Nasdaq rules .
- Consultant: Authority to engage independent advisors; Mercer LLC currently engaged; independence assessment concluded no conflict of interest .
- Activities: Five meetings in 2024; oversees executive pay policies, approves goals, administers equity plans, and reviews severance/change-of-control arrangements .
RED FLAGS
- None disclosed: No 2024 related-party transactions; no hedging/pledging; strong say-on-pay outcomes; independent Chair and committees .
- Monitoring point: Multiple external board chair/director roles may pose time-commitment considerations; the board’s annual independence review found no disqualifying relationships .
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