Michael Friedman
MANNKINDAbout Michael A. Friedman, M.D.
Michael A. Friedman, M.D. (age 81) has served on MannKind’s Board since December 2003 and is currently a member of the Nominating and Corporate Governance Committee; the Board classifies him as independent under Nasdaq rules . His background spans leadership at the City of Hope National Medical Center (completed a decade as President & CEO in 2014), senior R&D and public policy roles at Pharmacia and Searle, and senior regulatory leadership at the FDA (Deputy Commissioner 1995–1999; Acting Commissioner and Lead Deputy Commissioner 1997–1998) . He holds a B.A., magna cum laude, from Tulane University and an M.D. from UT Southwestern Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Hope National Medical Center | President & CEO | 10 years, completed 2014 | Led a major clinical and research center specializing in cancer and diabetes |
| Pharmacia Corporation | SVP, Research & Development, Medical & Public Policy | Sep 2001–Apr 2003 | Senior executive oversight of R&D and public policy |
| Searle (subsidiary of Monsanto) | Senior Vice President | Jul 1999–Sep 2001 | Senior executive role |
| U.S. Food & Drug Administration | Deputy Commissioner (Operations) | 1995–Jun 1999 | Operational leadership of FDA |
| U.S. Food & Drug Administration | Acting Commissioner; Lead Deputy Commissioner | 1997–1998 | Acting head of the FDA |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Celgene Corporation | Director | Feb 2011–Dec 2019 | Public company board service |
| Smith & Nephew plc | Director | Apr 2013–Apr 2019 | Public company board service |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; Chair is Jennifer Grancio. Committee met four times in 2024, and all listed members are independent under Nasdaq Rule 5605(a)(2) .
- Independence: The Board determined all directors other than Messrs. Castagna and Binder are independent; Dr. Friedman is independent .
- Attendance and engagement: The Board met nine times in 2024; each director attended at least 75% of Board and committee meetings for which they served. Independent directors hold regularly scheduled executive sessions .
- Board risk oversight: Audit Committee oversees enterprise and cybersecurity risk; Compensation Committee monitors compensation-related risk; Nominating & Governance oversees ESG and governance .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director retainer (amended Aug 2024) |
| Nominating & Corporate Governance Committee member fee | $5,000 | Member-level fee (Chair fee $10,000) |
| Total cash fees (2024 actual) | $55,000 | Reported for Dr. Friedman in 2024 director compensation table |
Program structure (no meeting fees; reimbursement of reasonable expenses) .
Performance Compensation
| Equity Award | Grant Value (2024) | Vesting | Distribution | Notes |
|---|---|---|---|---|
| Annual RSU award | $155,959 | Vests immediately | Shares delivered only upon separation from Board service (retirement, removal, death) | Program targets annual RSUs determined by dividing $250,000 by the stock price used for employee equity awards (not less than last closing price) |
| Optional RSU in lieu of cash retainer | Up to $50,000 (if elected) | Vests immediately | Delivered upon separation from service | Based on 20-day trailing average price prior to AGM |
- Options: No option grants to non-employee directors in 2024; Dr. Friedman had outstanding options to purchase 50,400 shares as of December 31, 2024 .
- Performance metrics tied to director equity: None disclosed for non-employee directors; RSU awards are time-based with deferred distribution .
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Celgene Corporation | Biopharma | Director (2011–2019) | Historical network in biopharma; no MNKD related-party transactions in 2024 |
| Smith & Nephew plc | Medical devices | Director (2013–2019) | Historical device sector network; no MNKD related-party transactions in 2024 |
Expertise & Qualifications
- Scientific and regulatory expertise: Senior leadership at City of Hope and FDA Acting Commissioner role bring clinical, translational, and regulatory insights relevant to MNKD’s therapeutic areas .
- Biopharma R&D and commercialization perspective via senior roles at Pharmacia and Searle .
- Education: BA, magna cum laude (Tulane); MD (UT Southwestern) .
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 65,346 | March 20, 2025 | “Less than 1%” of outstanding shares; total shares outstanding were 303,855,633 |
| Beneficial ownership (%) | <1% | March 20, 2025 | Computed per SEC rules; includes options exercisable within 60 days; excludes certain unsettled awards |
| Options outstanding | 50,400 shares | Dec 31, 2024 | Outstanding non-employee director options as disclosed |
| Vested RSUs (deferred delivery) | 375,047 shares | Dec 31, 2024 | Vested immediately; share delivery deferred until separation from service |
| Stock ownership guidelines | 3× annual retainer; all non-employee directors in compliance as of Dec 31, 2024 | Dec 31, 2024 | Eligible holdings include common stock, RSUs, options, and performance awards (vested and unvested) |
Governance Assessment
- Strengths:
- Independence and lengthy governance experience; active member of Nominating & Corporate Governance Committee; committee met four times in 2024 and oversees board composition, evaluations, and ESG matters .
- Attendance threshold met (≥75% for all directors) and regular independent executive sessions, supporting board effectiveness .
- Equity-aligned pay with immediate-vesting RSUs and deferred share delivery until separation; all directors meet stock ownership guidelines (3× retainer), reinforcing long-term alignment .
- No related-party transactions reported for 2024, reducing conflict-of-interest risk .
- Watch items / potential red flags:
- Very long tenure (director since 2003) and advanced age (81) may prompt investor scrutiny on board refreshment and succession planning in coming cycles; continued committee engagement mitigates but does not eliminate refreshment concerns .
- Large balance of vested but undelivered RSUs (375,047 shares) aligns interests but could create incentives to prolong tenure for payout deferral; distribution only upon separation is a structural feature to monitor .
Overall signal: Dr. Friedman brings deep regulatory and clinical expertise with independent status and solid attendance, while tenure/age and deferred RSU structure warrant ongoing refreshment and alignment monitoring .