Stephen Glover
PDS BiotechnologyAbout Stephen Glover
Stephen Glover, age 65, has served on PDS Biotechnology’s Board since April 2019 and is the independent Chairman of the Board . He brings 40+ years of biopharma leadership, including founding, CBO, and president roles at Coherus Biosciences and Insmed units, plus senior roles at Andrx, Hoffmann-La Roche, Amgen, and IMS Health; he has completed 25+ life sciences transactions, raised $500M, and helped create $7B in shareholder value . He is currently Chairman at ZyVersa Therapeutics and sits on boards at BioGene Therapeutics and the Coulter Foundation; previously he was Chairman of Ambrx Biopharma overseeing its $2B sale to Johnson & Johnson . He is up for re‑election as a Class A director to a term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherus Biosciences | Co-Founder & Chief Business Officer | Not disclosed | Led strategy, partnerships, product development, capitalization |
| Insmed Therapeutic Proteins | President | Not disclosed | Biosimilars leadership |
| Insmed Incorporated | Chief Business Officer | Not disclosed | Corporate/business development |
| Andrx Labs/Therapeutics (Andrx Corp.) | SVP & General Manager | Not disclosed | Strategy/operations; metabolic diseases, men’s health, controlled release |
| Hoffmann-La Roche; Amgen; IMS Health | Various sales/marketing/operations roles | Not disclosed | Commercial execution across large-cap pharma |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| ZyVersa Therapeutics | Chairman of the Board | Public (Nasdaq: ZVSA) | Also named as current board chair |
| BioGene Therapeutics | Director | Not disclosed | Current board role |
| Coulter Foundation (University of Miami) | Board member | Non-profit | Current board role |
| Ambrx Biopharma | Chairman (prior) | Public at time | Oversaw $2B acquisition by J&J |
Board Governance
- Independence: Board determined Glover is independent under Nasdaq rules; only the CEO and Ilian Iliev are non‑independent .
- Board leadership: Serves as independent Chairman; the role sets agendas and presides over meetings, enhancing board oversight separate from management .
- Attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings; five directors attended the 2024 annual meeting .
- Committees:
- Audit Committee member
- Compensation Committee Chair
- Not on Nominating & Corporate Governance
- Election status: Nominee for Class A director for term through 2028 .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Board Chair annual cash retainer | $70,000 | |
| Base non‑employee director retainer | $40,000 (policy baseline) | |
| Audit Committee member fee | $8,000 | |
| Compensation Committee Chair fee | $15,000 | |
| 2024 Cash actually paid (Stephen Glover) | $93,000 |
2024 cash total aligns with $70,000 Chair + $15,000 Comp Chair + $8,000 Audit member = $93,000 .
Performance Compensation
| Equity Element | Detail | Amount/Value | Source |
|---|---|---|---|
| 2024 Option award (grant-date fair value) | Annual director grant per program | $21,074 | |
| Aggregate director options held (12/31/2024) | Total options outstanding | 54,000 | |
| 2025 Director equity policy (initial grant) | New non‑employee director initial option | 22,700 shares; 3‑year vest (1/3 annually); 10‑yr term; exercise at closing price; 100% vesting on change‑in‑control | |
| 2025 Annual meeting grant | Annual option for continuing directors | 22,700 shares; 1‑year cliff vest; 10‑yr term; exercise at closing price; 100% vesting on change‑in‑control | |
| Plan risk controls | No discounted options/SARs; no repricing without stockholder approval; non‑employee director annual comp cap $500,000 ($1,000,000 first year); clawback applies | Policy features |
Other Directorships & Interlocks
| Company | Relationship to PDSB | Interlock/Overlap Signal |
|---|---|---|
| ZyVersa Therapeutics (Chairman) | No related-party transactions disclosed with PDSB in 2024–2025 period | None disclosed; Audit Committee reviews/approves any related-party deals |
| BioGene Therapeutics; Coulter Foundation | External roles | Not implicated in PDSB transactions per related-party section |
Expertise & Qualifications
- Strategic and operational leadership across Fortune 100, startups, and turnarounds; 25+ life sciences transactions, $500M capital raised, ~$7B shareholder value creation cited by company .
- Skills: strategic planning, corporate development, operations, product development, marketing, sales management .
- Current governance roles at multiple entities (public, private, non‑profit), indicating broad network and information flow potential .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Composition |
|---|---|---|---|
| Stephen Glover | 123,851 | <1% | Includes 78,851 common shares and 45,000 options exercisable within 60 days |
| Shares outstanding (Record Date) | 45,672,851 | — | Company total shares at Record Date |
- Aggregate options held by Glover as of 12/31/2024: 54,000 (not all exercisable within 60 days) .
- Anti‑hedging/anti‑pledging: Directors may not hedge/pledge company stock without Compliance Officer’s advance approval .
- No pledging or hedging by Glover is disclosed in the proxy .
Governance Assessment
- Independence and leadership: Glover is independent and serves as Board Chair, which supports independent oversight; he also chairs the Compensation Committee and sits on Audit, concentrating oversight of pay and financial reporting in a single director but within Nasdaq independence requirements .
- Engagement: Board met 11 times in 2024 and all directors met the 75% attendance threshold; directors are expected to attend annual meetings (five attended in 2024) .
- Pay mix and alignment: 2024 compensation was primarily fixed cash ($93,000) with modest equity ($21,074 grant-date value), and director equity program uses options with market‑based strike and robust guardrails (no repricing; clawback; director comp cap), supporting alignment while managing dilution .
- Ownership: <1% beneficial ownership; meaningful personal holdings and exercisable options, though not a controlling stake; anti‑hedge/pledge policy reduces misalignment risk .
- Conflicts/related‑party exposure: Proxy discloses no related‑party transactions over thresholds; Audit Committee oversees conflicts and related‑party reviews; Compensation Committee interlocks: none .
- RED FLAGS: None disclosed in proxy (no related‑party transactions, no hedging/pledging disclosures, no option repricing). Note that dual roles as Board Chair and Compensation Chair centralize influence, a governance consideration investors may monitor alongside independence and committee effectiveness .
Additional signals to watch: Upcoming annual director option grants under the 2025 policy (22,700 shares) and overall equity overhang/burn rate trends as part of dilution monitoring .