Steven Binder
MANNKINDAbout Steven B. Binder
Steven B. Binder (age 62) joined MannKind’s board in October 2024 after serving as the company’s CFO (2017–Apr 2024) and EVP, Special Projects (Apr–Sep 2024). He is a CPA with a B.S. in Accounting and Business Administration from Muhlenberg College. As of the 2025 proxy, the board has determined he is not independent under Nasdaq rules due to his former executive officer role; his board tenure is since 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MannKind Corporation | Chief Financial Officer | Jul 2017 – Apr 2024 | Led finance during growth in Tyvaso DPI collaboration and endocrine BU; transitioned to board Oct 2024 . |
| MannKind Corporation | EVP, Special Projects | Apr 2024 – Sep 2024 | Transition role prior to board appointment . |
| Stryker Corporation (International Group, Singapore) | Vice President & Chief Financial Officer | 2013 – 2017 | CFO for international group at a global med-tech leader . |
| Bristol-Myers Squibb / Oncology Therapeutics Network | Multiple senior finance and operating roles (VP Finance U.S., Europe, APAC, Japan; OTN CFO/VP roles) | 1992 – 2013 | Broad global finance leadership across major geographies and business units . |
| Deloitte & Touche LLP | Auditor (increasing responsibility) | 1984 – 1992 | CPA foundation; audit experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in MNKD 2025 proxy biography . |
Board Governance
- Independence status: Not independent (former executive officer) under Nasdaq listing standards .
- Committee assignments: As of the 2025 proxy, he is not listed on the Audit, Compensation, or Nominating & Corporate Governance Committees (membership rosters exclude him) .
- Board leadership: Independent Chair (Dr. James S. Shannon); Chair and CEO roles are separated .
- Attendance: The board met nine times in 2024; each director attended ≥75% of board and relevant committee meetings .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Related-party/Conflicts policy: Formal related-person transaction policy; no related-person transactions in 2024 .
Fixed Compensation
| Component | Structure / Amount | 2024 Amount for Binder | Notes |
|---|---|---|---|
| Director annual cash retainer | $50,000 per year (non-employee directors) | $33,333 pro-rated cash retainer for 2024 board service | Pro-rated upon appointment effective Sep 30, 2024 . |
| Committee retainers | Audit: Chair $25k; member $10k; Comp: Chair $20k; member $7.5k; N&CG: Chair $10k; member $5k | $0 | Not serving on committees . |
| Director equity (annual) | RSUs equal to $250,000 value at annual meeting; vests immediately; delivery deferred until separation | $118,104 grant-date fair value; 17,575 RSUs (pro-rated) | Granted Nov 18, 2024; vested immediately; shares deliverable at separation . |
| 2024 employee salary (CFO/EVP) | Base salary | $396,076 | 2024 Summary Compensation Table . |
Performance Compensation
| Program/Instrument | Metrics/Terms | 2024 Details for Binder | Vesting/Settlement |
|---|---|---|---|
| Short-Term Incentive (STI) | Corporate objectives weighted: Tyvaso DPI production (30%), Endocrinology business (30%), Pipeline (30%), Finance/Quality (10%); company result 125% for 2024 | $247,548 earned for 2024 performance | Paid Apr 2025; based on 125% corporate achievement . |
| 2024 LTI (executives) | For continuing execs: mix of time-based RSUs (~45%) and PSUs (~55%) with relative TSR vs Russell 3000 Pharma & Biotech; Binder received time-based only in 2024 due to transition | 287,000 time-based RSUs in 2024 grant; no 2024 PSUs | Time-based RSUs vest 25% annually from Jul 15, 2024 . |
| Legacy PSUs (prior years) | Relative TSR percentiles: <25th=0%, 25th=50%, 50th=100%, 75th=200%, ≥90th=300%; 2022 PSU tranche vests May 10, 2025; 2023 PSU tranche vests Jul 15, 2026 | Outstanding PSUs reflected in ownership/awards tables | 2022 PSU vests May 10, 2025; 2023 PSU vests Jul 15, 2026, both subject to relative TSR outcomes . |
| Option awards (legacy) | Non-qualified stock options from prior years | 214,000 options @ $1.91 expiring 5/16/2028; 234,000 options @ $1.32 expiring 5/14/2029 | Standard 4-year vesting completed; exercisable; also 45,025 perf-based options from 2017 tied to corporate objectives . |
| Clawback | Dodd-Frank-compliant recovery policy covering incentive comp, including stock price/TSR-based awards, upon material restatements | Applies to incentive compensation received on/after Oct 2, 2023 | No-fault recovery permitted . |
Performance metrics table (plan-level):
| Metric | Threshold | Target | Max | 2024 Outcome |
|---|---|---|---|---|
| Corporate STI – Overall | 80% payout floor | 100% payout | 200% payout (at ~120% achievement) | 125.0% overall (Tyvaso DPI 57.5%; Endocrine 35.0%; Pipeline 21.5%; Finance/Quality 11.0%) . |
| PSU payout scale (relative TSR) | <25th = 0% | 50th = 100% | 75th = 200%; ≥90th = 300% | Applies to legacy PSUs (2022/2023 tranches) . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed for Binder in 2025 MNKD proxy . |
| Interlocks | No compensation committee interlocks disclosed; MNKD’s Compensation Committee members are Hooper (Chair), Kay, Shannon; none were MNKD officers or had interlocking roles in 2024 . |
Expertise & Qualifications
- Finance/accounting depth (CPA; prior Deloitte auditor; global finance leadership at Stryker and BMS) .
- Board-level value add: accounting, financial, and operational expertise noted by MNKD’s board in nominating rationale .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of Mar 20, 2025) | 1,144,526 shares; <1% of outstanding . |
| Composition | 546,758 common shares; 448,000 vested options; 39,768 time-based RSUs vesting within 60 days; 110,000 PSUs assumed at 100% delivery within 60 days (for table methodology) . |
| Outstanding awards detail (12/31/2024) | Options: 214,000 @ $1.91 exp 5/16/2028; 234,000 @ $1.32 exp 5/14/2029; 45,025 performance-based options from 8/24/2017 (subject to corporate objectives). RSUs: 17,268 (2021), 45,000 (2022), 69,000 (2023), 287,000 (2024). PSUs: 110,000 (vest 5/10/2025), 113,000 (vest 7/15/2026). Pro-rated director RSU: 17,575 granted 11/18/2024, vested immediately; delivery deferred until separation . |
| Hedging/pledging | Company policy prohibits pledging, short sales, options, and other hedging/speculative transactions by directors (positive alignment) . |
| Director ownership guidelines | 3x annual retainer; RSUs/options/awards count; five years to comply; as of Dec 31, 2024, all non-employee directors were in compliance . |
Insider Trades (2024)
| Type | Shares | Value |
|---|---|---|
| Options exercised | 135,075 | $722,651 |
| RSUs vested | 200,344 | $1,249,103 |
| Note | Includes 17,575 director RSUs that vested immediately on grant (delivery deferred until separation) | — |
| All figures relate to 2024 activity per MNKD’s Option Exercises and Stock Vested table . |
Fixed vs Performance Mix (2024 snapshot)
| Category | 2024 Amount |
|---|---|
| Employee salary (CFO/EVP) | $396,076 |
| Employee STI (cash) | $247,548 (125% corporate achievement) |
| Employee stock awards (LTI) | $1,277,150 (time-based RSUs; no PSUs due to transition) |
| Director cash retainer (pro-rated) | $33,333 |
| Director RSU (pro-rated) | $118,104 (17,575 RSUs; immediate vest; deferred settlement) |
Governance Assessment
- Independence and potential board capture: Binder is not independent under Nasdaq due to recent executive tenure, which can be perceived as a board independence constraint until sufficient “cooling-off” period passes .
- Committee roles: No committee assignments yet; this limits immediate oversight exposure (e.g., audit/comp) but also limits his formal governance responsibilities at this time .
- Alignment and ownership: High insider ownership and broad outstanding equity (vested options and RSUs/PSUs) align incentives with shareholders; company prohibits hedging/pledging and requires director ownership at 3x retainer, with directors in compliance as of year-end 2024 .
- Compliance red flag: A 2017 performance-based option vested on Aug 7, 2023, but the Form 4 was filed late on Nov 19, 2024; no Form 5 was filed in 2024. While administratively isolated, late Section 16 reporting is a governance blemish to monitor .
- Related-party transactions: None in 2024, reducing conflict risks .
- Say-on-pay backdrop: Strong shareholder support for executive pay in 2023–2024 (90%) suggests broader shareholder confidence in compensation governance, though not director-specific .
Overall implication: Binder brings deep finance and accounting expertise with substantial MNKD-specific and large-cap operating experience. Near-term risks relate to non-independence and a late Section 16 filing. Absence from key committees reduces immediate conflict exposure; robust anti-hedging/pledging policies and ownership guidelines support alignment .