Ronald Consiglio
MANNKINDAbout Ronald J. Consiglio
Ronald J. Consiglio is an independent director of MannKind, age 81, serving since October 2003; he chairs the Audit Committee and sits on the Nominating and Corporate Governance Committee . A certified public accountant and former partner at Deloitte, Haskins & Sells (now Deloitte & Touche LLP), he holds a bachelor’s degree in accounting from California State University, Northridge and is designated by the Board as an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synergy Trading | Managing Director | Since 1999 | Securities-trading partnership |
| Trading Edge, Inc. | EVP & CFO | 1999–2001 | Automated bond-trading firm – financial leadership |
| Angeles Mortgage Investment Trust (public REIT) | CEO | 1993–1998 | Led public REIT operations |
| Cantor Fitzgerald & Co. | SVP & CFO; Board Member | Not disclosed | Finance leadership; board service |
| Deloitte, Haskins & Sells | Partner; CPA | Over 17 years | Audit/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metropolitan West Funds | Board of Trustees | 2003–2023 | Mutual fund complex governance |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating and Corporate Governance Committee Member .
- Independence: Listed as independent (all nominees except Castagna and Binder were independent) and Audit Committee members meet Nasdaq Rule 5605 independence standards .
- Attendance: Board met nine times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met eight times in 2024; Compensation Committee met five times; Nominating and Corporate Governance Committee met four times .
- Risk oversight: Audit Committee oversees enterprise risk management and cybersecurity risk processes; Board oversees strategic risk .
Fixed Compensation
Director compensation program (amended Aug 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 | $5,000 |
| Meeting Fees | None; no fees for specific meetings |
Director compensation received – Ronald J. Consiglio:
| Year | Cash Fees ($) | Equity Awards – RSUs Fair Value ($) | Total ($) |
|---|---|---|---|
| 2023 | 80,000 | 161,730 | 241,730 |
| 2024 | 80,000 | 155,959 | 235,959 |
Program mechanics:
- Annual RSU grant: $250,000 divided by the stock price used for employee awards; vests immediately with deferred share delivery until separation from Board service .
- Retainer election: Option to receive $50,000 retainer in stock via RSUs based on 20-day trailing average closing price; vests immediately with deferred delivery until separation .
Performance Compensation
- Non-employee directors: No performance-based metrics; 2024 granted RSUs vest immediately with deferred delivery; no options granted to non-employee directors in 2024 .
Company’s executive LTI performance framework (context):
| Metric | Targeting/Measurement | Payout Schedule | Vesting |
|---|---|---|---|
| TSR vs Russell 3000 Pharma & Biotech Index | July 1, 2024–June 30, 2027 | <25th=0%; 25th=50%; 50th=100%; 75th=200%; ≥90th=300% (interpolated) | July 15, 2027; grant FV $10.30/share; Monte Carlo inputs disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Metropolitan West Funds | Trustee | Not disclosed | External fund governance; ended 2023 |
| Cantor Fitzgerald & Co. | Board Member | Not disclosed | Prior financial services board |
- Compensation Committee interlocks: None; the proxy states no executive officer served on another entity’s board/compensation committee with interlocks to MNKD, and Compensation Committee members have not been MNKD officers or employees .
Expertise & Qualifications
- CPA with over 17 years’ experience; former Deloitte partner .
- Senior finance and CEO experience across trading platforms, REITs, and broker-dealers (Trading Edge CFO; Angeles Mortgage Investment Trust CEO; Cantor Fitzgerald SVP/CFO) .
- Board-designated Audit Committee Financial Expert .
- Bachelor’s degree in accounting, CSU Northridge .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (shares) | 155,309 | As of March 20, 2025; less than 1% of outstanding |
| Options outstanding (shares) | 36,881 | As of Dec 31, 2024 |
| Vested RSUs (shares deferred until separation) | 458,702 | As of Dec 31, 2024 |
| Prior year options outstanding (shares) | 46,601 | As of Dec 31, 2023 |
| Prior year vested RSUs (shares) | 423,655 | As of Dec 31, 2023 |
| Stock ownership guideline | 3× annual retainer / current stock price; 5 years to comply | All non-employee directors compliant as of Dec 31, 2024 |
- Eligible holdings for guideline: common stock, RSUs, restricted shares, options, performance awards (vested/unvested) .
Governance Assessment
-
Board effectiveness: Long tenure (since 2003) with deep finance/audit credentials; designated financial expert and Audit Chair overseeing auditor independence, internal controls, and enterprise/cyber risk .
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Independence and engagement: Independent status; Audit Committee met eight times; Board met nine times; each director ≥75% attendance; independent directors meet in executive sessions .
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Compensation alignment: Director pay combines modest cash retainers and standardized RSU grants with deferred delivery, promoting stock ownership; no meeting fees; retainer can be taken in stock .
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Ownership alignment: Material deferred RSU balance (458,702 shares) and options outstanding; beneficial ownership reported at 155,309 shares; guideline compliance confirmed for all directors .
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Conflicts/related party exposure: Related-person transactions are reviewed/approved by the Audit Committee by policy; none reported for 2024 .
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Shareholder feedback signals: Say-on-pay support trended up in recent years (2019: 67%; 2020: 61%; 2021: 89%; 2022: 88%; 2023: 90%), indicating improving investor alignment in compensation governance .
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RED FLAGS: None disclosed regarding related-party transactions or pledging; director compensation uses immediate vesting RSUs without performance metrics, which is common for non-employee directors but reduces pay-for-performance linkage versus executives .