Sabrina Kay
MANNKINDAbout Sabrina Kay
Independent director of MannKind Corporation since December 2020; age 62. Background includes CEO of Fremont Private Investments and Strategic Partner at VSS Capital, with prior founding/CEO roles in education, banking, and professional training; education: Ed.D. and M.Sc. in Education (University of Pennsylvania) and MBA (USC) . MNKD’s Board has affirmatively determined Dr. Kay is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Art Institute of Hollywood | Founder & CEO; sold to Education Management Corporation | Not disclosed | Built and exited education business |
| Premier Business Bank | Founder & CEO; sold to First Foundation Inc. | Not disclosed | Built and exited banking platform |
| Fremont University | Founder & CEO; sold to Select Education Group | Not disclosed | Built and exited education institution |
| Fashion Umbrella | Founder | Not disclosed | Entrepreneurial leadership |
| Dale Carnegie of Los Angeles | Founder | Not disclosed | Professional training leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| East West Bank (East West Bancorp, Inc.) | Director | Not disclosed | Public company director |
| Hagerty, Inc. | Director | Not disclosed | Public company director |
| Los Angeles Sports & Entertainment Commission | Board member | Not disclosed | Philanthropy/civic engagement |
| Petersen Automotive Museum | Board member | Not disclosed | Philanthropy/civic engagement |
| International Medical Corps (Leadership Council) | Member | Not disclosed | Health-related philanthropy |
| After-School All-Stars Los Angeles | Board; chaired >20 years | Not disclosed | Long-term community leadership |
Board Governance
- Committees: Audit Committee member; Compensation Committee member .
- Independence: Independent director; MNKD’s board majority independent (all except CEO Castagna and former CFO Binder) .
- Attendance and engagement: Board met nine times in 2024; each director attended ≥75% of Board and applicable committee meetings. Audit Committee met eight times; Compensation Committee met five times; Nominating & Corporate Governance met four times .
- Board leadership: Independent Chair (Dr. Shannon); Chair and CEO roles separated; independent director executive sessions held regularly per Nasdaq rules .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (Cash) | $50,000 | Standard retainer |
| Audit Committee Member Fee | $10,000 | Member fee (Chair $25,000) |
| Compensation Committee Member Fee | $7,500 | Member fee (Chair $20,000) |
| Total Cash Fees Earned (2024) | $67,500 | Sum of retainer + committee fees |
Performance Compensation
| Equity Award | Grant Date | Grant Value (Fair Value) | Vesting | Delivery |
|---|---|---|---|---|
| Annual Director RSU | 2024 annual meeting | $155,959 | Vests immediately | Shares delivered upon separation from Board service |
| Annual Director RSU Program | Each annual meeting | $250,000 divided by stock price | Vests immediately | Deferred delivery until separation |
- Retainer-in-stock option: Directors may elect to receive the $50,000 retainer in RSUs that vest immediately with deferred delivery; Dr. Kay filed a Form 4 on May 16, 2025 noting an RSU award granted in lieu of the annual cash retainer, vesting immediately with deferred settlement .
- Executive STI oversight (as member of Compensation Committee): 2024 corporate objectives achieved at 125.0% leading to executive STI payouts at 125% of target; key objective scoring summarized below, reflecting governance of pay-for-performance .
| Objective | Target Weight | Assessment Method | Result |
|---|---|---|---|
| Tyvaso DPI production | 30% | Quantitative and qualitative | 57.5% |
| Drive endocrinology business | 30% | Financial metrics and clinical milestones | 35.0% |
| Advance pipeline opportunities | 30% | Development milestones | 21.5% |
| Finance/Quality | 10% | Qualitative | 11.0% |
| Overall | 100% | Composite | 125.0% |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| East West Bancorp, Inc. (East West Bank) | Banking | Director | No MNKD related-party transactions in 2024; related-party policy requires Audit Committee approval of any such transactions . |
| Hagerty, Inc. | Specialty insurance/auto | Director | No MNKD related-party transactions in 2024; same safeguards apply . |
Related party transactions: MNKD reported no related-person transactions in 2024; policy mandates Audit Committee review/approval of any related-person dealings over $120,000 and director recusal where applicable .
Expertise & Qualifications
- Serial entrepreneur and investor; governance exposure across financial services and consumer specialty sectors; extensive philanthropic leadership .
- Education: Ed.D. and M.Sc. in Education (University of Pennsylvania); MBA (USC) .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Options outstanding (12/31/2024) | None | Kay had no outstanding options; several other directors did . |
| Vested RSUs (as of 12/31/2024) | 193,614 | Vested RSUs to receive MNKD shares upon separation from Board . |
| Director stock ownership guideline | 3× annual retainer / current stock price | Both vested and unvested equity count; 5-year compliance window; all directors in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited | Company policy bans hedging, pledging, short sales, options, margin purchases for directors and households . |
Insider Trades (MNKD)
| Date | Form | Transaction | Details |
|---|---|---|---|
| Feb 5, 2024 | Form 4 | Purchase under Market Price Stock Purchase Plan | Board-approved Feb 4, 2024; plan effective May 13, 2023 . |
| May 16, 2025 | Form 4 | RSU grant in lieu of cash retainer | RSU vests immediately; delivery deferred until separation . |
Governance Assessment
-
Strengths:
- Independent director with dual committee roles (Audit; Compensation), contributing to financial oversight and pay governance .
- Strong engagement: Board and committee meeting cadence; ≥75% attendance; independent executive sessions .
- Pay-for-performance oversight: clear STI metrics and multi-year relative TSR PSUs for executives; annual say-on-pay support at ~90% in 2023–2024, reflecting investor alignment .
- Alignment safeguards: mandatory ownership guidelines; no hedging/pledging; RSU delivery deferred until separation, encouraging longer-term horizon .
- Conflicts: No related-person transactions in 2024; robust related-party review policy .
-
Watch items:
- Equity for directors vests immediately (though settlement deferred); monitor retainer-in-stock elections and aggregate director equity to ensure independence perceptions remain strong .
- Cross-sector board commitments (banking, insurance/auto) add breadth, but require continued monitoring for any emergent interlocks or related-party exposure; current disclosures show none .
Say-on-Pay & Compensation Committee Context
| Year | Say-on-Pay Approval |
|---|---|
| 2019 | 67% |
| 2020 | 61% |
| 2021 | 89% |
| 2022 | 88% |
| 2023 | 90% |
| 2024 | 90% |
Compensation committee practices include use of independent consultant (Mercer), no perquisites/tax gross-ups for NEOs, clawback policy compliant with Dodd-Frank, and stock ownership requirements for executives .
RED FLAGS
- None disclosed for Kay: no Section 16 delinquency noted for her (a Binder delinquency was disclosed); no related-party transactions; hedging/pledging prohibited .