Glenn D. Steele Jr.
PTC THERAPEUTICSAbout Glenn D. Steele Jr.
Independent director at PTC Therapeutics since 2015; age 80; former President & CEO of Geisinger Health System (2001–2015) with deep healthcare operations and payor experience. Education includes Harvard College (BA), NYU School of Medicine (MD), and University of Lund (PhD); recognized healthcare governance and delivery innovator . Tenure on PTCT’s board enhances compensation oversight and clinical development governance via committee leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geisinger Health System | President & CEO | 2001–2015 | Led integrated delivery model, population health, care redesign; platform for xG Health spinout |
| University of Chicago (Biological Sciences Division & Pritzker School of Medicine) | Dean & VP for Medical Affairs; Richard T. Crane Professor (Surgery) | Prior to Geisinger | Academic leadership; physician governance |
| Harvard Medical School / New England Deaconess Hospital | William V. McDermott Professor; Chair, Dept of Surgery; CEO, Deaconess Professional Practice Group | Prior to University of Chicago | Clinical operations leadership |
| xG Health Solutions | Chairman | 2013–2018 | Commercialization of Geisinger IP in analytics and care management |
External Roles
| Organization | Role | Status/Timeline |
|---|---|---|
| WellCare Health Plans, Inc. (NYSE) | Director | 2009–2019 (past public board) |
| City of Hope | Director | Current (nonprofit healthcare) |
| Health Transformation Alliance | Vice Chair | Current (employer-led healthcare alliance) |
| Additional boards/advisory (e.g., Cepheid, Ingenious Med, Peterson Center on Healthcare) | Various | Current/past (mix of private/nonprofit) |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Steele is independent under Nasdaq rules .
- Committee assignments: Compensation Committee Chair; Development Committee member. Compensation Committee held 9 meetings in 2024; Development Committee held 1 meeting .
- Attendance: Board met 13 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; 10 of 11 directors attended the 2024 annual meeting .
- Executive sessions and governance: Corporate Governance Guidelines call for regular executive sessions of independent directors; annual board/committee self-evaluations; majority independent board .
- Risk oversight: Compensation Committee oversees compensation risks; Development Committee oversees clinical/regulatory risk; Audit Committee oversees financial controls and related-party review .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 68,333.32 | Aggregate cash paid; reflects annual board retainer and committee roles, prorated as applicable |
| Annual board cash retainer | 50,000 | Rate schedule for non‑employee directors |
| Compensation Committee chair retainer | 20,000 | Rate schedule for chair |
| Compensation Committee member retainer | 10,000 | Rate schedule for members (chair receives chair rate) |
| Ad hoc committee retainers (if applicable) | 7,500 (member) / 11,250 (chair) | Paid only if appointed; Board maintained transaction and litigation ad hoc committees in 2024 |
PTCT kept director fee levels unchanged vs. 2023 after FW Cook’s review .
Performance Compensation
| Equity Award | Grant Date | Quantity | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Stock Options | Feb 15, 2024 | 10,000 | 134,915 | Monthly over 12 months starting Feb 15, 2024 |
| RSUs | Feb 15, 2024 | 4,000 | 102,760 | 1/3 on Jun 18, 2024; 2/3 on Feb 15, 2025 |
- Structure: Director equity is time-based; no performance metrics tied to director compensation. Options priced at grant-date close and expire in 10 years .
Other Directorships & Interlocks
| Company | Relationship to PTCT | Potential Interlock/Conflict Assessment |
|---|---|---|
| WellCare Health Plans (past) | Managed care/payor; Steele director 2009–2019 | No disclosed PTCT transactions with WellCare; low direct conflict given rare disease focus and absence of related‑party dealings |
| City of Hope (nonprofit) | Academic/clinical network | No PTCT related‑party transactions disclosed; Audit Committee policy governs any such dealings |
Expertise & Qualifications
- Healthcare delivery and payor strategy: Former Geisinger CEO; experience with population health, operating discipline, quality metrics .
- Compensation oversight: Chairs PTCT’s Compensation Committee; engaged FW Cook; confirmed no consultant conflicts .
- Clinical governance: Member, Development Committee; oversight of clinical protocol progress and serious adverse events reporting .
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Total beneficial ownership (shares) | Apr 21, 2025 | 143,833 (includes options exercisable within 60 days and RSUs vesting within 60 days) |
| Ownership as % of outstanding | Apr 21, 2025 | <1% (company table designation) |
| Composition (beneficial ownership detail) | Apr 21, 2025 | 127,666 options exercisable; 1,667 RSUs vesting within 60 days; 14,500 common shares |
| Outstanding options (count) | Dec 31, 2024 | 124,000 |
| Unvested RSUs (count) | Dec 31, 2024 | 2,666 |
| Stock ownership guidelines (directors) | Policy | 3× three‑year average cash Board retainer; all directors in compliance or within grace as of Dec 15, 2024 |
| Pledging/Hedging | Policy | Prohibited for directors; trading subject to pre‑clearance/Rule 10b5‑1 |
Insider Trades (Form 4 – Alignment Signals)
| Transaction Date | Form Type | Type | Security | Quantity | Price ($) | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|---|
| Feb 15, 2024 | 4 | Award (A) | RSUs | 4,000 | 0.00 | 14,500 | https://www.sec.gov/Archives/edgar/data/1070081/000141588924004099/0001415889-24-004099-index.htm |
| Feb 15, 2024 | 4 | Award (A) | Options | 10,000 | 25.69 | 10,000 | https://www.sec.gov/Archives/edgar/data/1070081/000141588924004099/0001415889-24-004099-index.htm |
| Jan 3, 2025 | 4 | Award (A) | RSUs | 4,000 | 0.00 | 18,500 | https://www.sec.gov/Archives/edgar/data/1070081/000141588925001028/0001415889-25-001028-index.htm |
| Jan 3, 2025 | 4 | Award (A) | Options | 8,800 | 46.54 | 8,800 | https://www.sec.gov/Archives/edgar/data/1070081/000141588925001028/0001415889-25-001028-index.htm |
Pattern: Grants/awards; no open-market sales reported in 2024–2025 period, supporting alignment via equity accumulation [ReadFile(/tmp/insider_trades_20251120_024837.json)].
Governance Assessment
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Strengths
- Independent director with healthcare systems and payor expertise; chairs Compensation Committee with robust processes (independent consultant, nine meetings) and no consultant conflicts .
- Clear anti‑hedging/anti‑pledging policy; director ownership guidelines met or on track, improving alignment .
- No related‑party transactions involving Steele disclosed; Audit Committee pre‑screens transactions; explicit policy and procedures .
- Director equity grants and recent Form 4s show continued equity-based alignment without sales activity .
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Watch items
- Attendance disclosure is threshold-based (≥75%); while acceptable, investors may prefer disclosure of exact rates for transparency .
- Age/tenure considerations (age 80; board service since 2015) suggest ongoing refresh planning, though PTCT maintains classified board with regular elections and annual self-evaluations .
- Director compensation is standard time‑based equity; no performance metrics for directors, which is typical but offers limited pay-for-performance linkage.
-
Context signals
- 2024 say-on-pay approval for NEOs was 98.1%, indicating broad investor support for compensation philosophy and committee oversight .
- Committee structure covers compensation risk, clinical development risk, and related‑party oversight, supporting board effectiveness .
Overall, Steele’s profile supports investor confidence in compensation governance and clinical risk oversight with no disclosed conflicts, robust policies, and equity alignment—mitigated by standard director pay structures and threshold attendance reporting .