Jennifer Grancio
MANNKINDAbout Jennifer Grancio
Independent director since March 2020; age 53. Chair of the Nominating and Corporate Governance Committee and member of the Audit Committee. Background includes Global Head of Wealth at TCW Group (since Oct 2023), CEO of Engine No. 1 (Oct 2020–Oct 2023), consulting via Grancio Capital (Nov 2018–Oct 2020), and founding/executive roles at BlackRock iShares (1999–2018). Education: BA in economics and international relations from Stanford University; MBA in strategy and finance from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCW Group | Global Head of Wealth | Oct 2023–present | Senior leadership in asset/wealth management |
| Engine No. 1 | Chief Executive Officer | Oct 2020–Oct 2023 | Led impact investment firm; executive leadership |
| Grancio Capital | Consultant | Nov 2018–Oct 2020 | Advised CEOs to accelerate high-growth success |
| BlackRock iShares | Founder/executive; Global Head of Marketing & Partnerships (Index) | 1999–2018 | Spearheaded iShares US/EU distribution; partnerships leadership |
| PricewaterhouseCoopers | Senior Associate | Not disclosed | Management consulting experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Ethic Inc. | Board Member | Not disclosed | Sustainable investing firm |
| Harvest Savings & Wealth Technologies, Inc. | Board Member | Not disclosed | Board role |
| Say Technologies LLC | Advisory Board | Not disclosed | Advisory role |
| m+ funds (Alaia Capital, LLC) | Advisory Board | Not disclosed | Advisory role |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; Member, Audit Committee .
- Independence: Board determined all directors other than Messrs. Castagna and Binder are independent under Nasdaq standards; committee rosters denote Ms. Grancio as independent .
- Attendance and engagement: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors meet in regular executive sessions .
- Committee activity: Nominating and Corporate Governance met 4 times in 2024; Audit met 8 times in 2024 .
- Board leadership structure: Chair of the Board is independent (Dr. Shannon); CEO and Chair roles are separated; if combined in future, Board expects to appoint a Lead Independent Director .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Audit | Member | 8 |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 | $70,000 |
| Stock Awards ($) | $161,730 | $155,959 |
| Total ($) | $221,730 | $225,959 |
Director fee schedule (amended August 2024):
| Element | Amount |
|---|---|
| Annual Retainer | $50,000 |
| Independent Chair Premium | $50,000 |
| Audit Committee Chair | $25,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $20,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Corporate Governance Chair | $10,000 |
| Nominating & Corporate Governance Member | $5,000 |
Notes:
- Her FY 2024 cash fees ($70,000) align with retainer ($50,000) + Nominating & Governance Chair ($10,000) + Audit member ($10,000) .
- No meeting fees; expense reimbursement per policy .
Performance Compensation
| Item | Details |
|---|---|
| Annual Director RSU Award | On the date of each annual meeting, RSU value determined by dividing $250,000 by the stock price used for employee equity awards (not less than last closing price); awards vest immediately; shares are delivered only upon separation from Board service (retirement, removal, death) . |
| Optional Stock Retainer | Directors may elect to receive the $50,000 annual retainer in common stock via RSUs valued at the 20-day trailing average; immediate vest; delivered at separation from service . |
- Performance metrics: None disclosed for director equity awards; RSUs are time-based and designed for alignment and retention rather than performance conditioning .
Other Directorships & Interlocks
- Disclosed board/advisory roles include Ethic Inc. and Harvest Savings & Wealth Technologies, plus advisory boards at Say Technologies and m+ funds; no specific public-company directorships are listed for Ms. Grancio in the MNKD proxy .
- Audit Committee oversight includes review/approval of every transaction with a related person that must be disclosed under SEC rules, providing a check on potential conflicts .
Expertise & Qualifications
- Financial, distribution, and ETF/index expertise from BlackRock iShares leadership; operational leadership as CEO at Engine No. 1 and senior role at TCW; consulting experience; management consulting background at PwC .
- Education: Stanford BA (economics/international relations); Columbia MBA (strategy/finance) .
- Board qualifications: Nominating and Corporate Governance Committee emphasizes integrity, time commitment, financial literacy, judgment, and long-term stockholder interest; Ms. Grancio chairs this committee .
Equity Ownership
| Metric | Mar 21, 2024 | Mar 20, 2025 |
|---|---|---|
| Shares Beneficially Owned | 110,701 | 110,701 |
| Percent of Shares Outstanding | <1% | <1% |
| Item | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Vested RSUs (deferred until separation) | 214,714 | 249,751 |
| Unvested RSUs | None | None |
| Options Outstanding | None | None |
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 3x annual retainer divided by current stock price; both vested and unvested equity count; compliance required within 5 years. As of Dec 31, 2024, all non-employee directors were in compliance .
Governance Assessment
- Independence and roles: Independent director; chairs Nominating & Governance; serves on Audit—positions that influence board composition, ESG oversight, and financial reporting rigor .
- Attendance and engagement: Board met 9 times in 2024; each director attended ≥75% of Board and committee meetings; independent-only executive sessions are regularly held, supporting robust oversight .
- Alignment: Material vested RSUs deferred until separation (249,751 shares at year-end 2024), which strengthens long-term alignment and discourages short-termism; directors in compliance with ownership guidelines .
- Compensation structure: Cash fees reflect committee responsibilities; equity is time-based, vests immediately but is deferred until separation, aligning pay with service rather than short-term performance; no meeting fees reduce per-meeting bias .
- Clawback and controls: Company maintains a Dodd-Frank-compliant clawback policy for executives, robust Audit Committee responsibilities including related-person transaction reviews—while executive-focused, these frameworks enhance overall governance confidence .
- RED FLAGS: None identified in proxy specific to Ms. Grancio—no Section 16(a) delinquent filings noted for her (the only delinquency disclosed related to another officer), no options outstanding, attendance threshold met; she holds a significant external executive role at TCW, and the Board’s qualifications policy requires sufficient time commitment, which provides a mechanism to assess potential overboarding/time-risk .