Jerome B. Zeldis
PTC THERAPEUTICSAbout Jerome B. Zeldis
Independent director at PTC Therapeutics since September 2012; age 75. He holds an A.B. and M.S. from Brown University and an M.Phil., M.D., and Ph.D. (Molecular Biophysics & Biochemistry) from Yale University . Background includes senior R&D and medical leadership roles at Celgene, Sorrento Therapeutics, Celularity, and NexImmune, plus academic appointments at Harvard Medical School, UC Davis, Cornell, and Rutgers .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Celgene Corporation | Chief Medical Officer; CEO, Celgene Global Health; SVP Clinical Research & Medical Affairs | 1997–2016 (CMO tenure within) | Led clinical development/medical affairs at a large-cap biopharma |
| Sorrento Therapeutics (public) | Chief Medical Officer | Aug 2016 – Mar 2020 | Clinical leadership at a public biopharma |
| Celularity (biotech) | Chief Medical Officer | Aug 2017 – Sep 2018 | Early-stage biotech CMO role |
| NexImmune (public) | EVP & Head of R&D | Jan 2021 – Mar 2023 | Led R&D at a clinical-stage biotech |
| Academia (Harvard, UC Davis, Cornell, Rutgers) | Faculty (Assistant/Associate/Clinical Professor) | Prior years | Translational and clinical expertise |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Soligenix, Inc. | Director | Public (Nasdaq) | Since 2011 |
| NexGel, Inc. | Director | Public (Nasdaq) | Since 2020 |
| BioSig Technologies, Inc. | Director (prior) | Public (Nasdaq) | 2015–2017; 2019–2020 |
| Alliqua BioMedical, Inc. | Director (prior) | Public (Nasdaq) | 2011–2017 |
| MetaStat, Inc. | Director (prior) | OTCQB | 2016–2019 |
| Kalytera Therapeutics, Inc. | Director (prior) | TSXV | 2015–2017 |
No related-party transactions disclosed for Dr. Zeldis; related person transactions disclosed for 2024 involved a familial employment relationship and legacy BioElectron matters, with no mention of Dr. Zeldis .
Board Governance
- Independence: The Board determined all non-employee directors, including Dr. Zeldis, are independent under Nasdaq rules .
- Committee assignments (2024): Nominating & Corporate Governance Committee (member); Development Committee (member). NCG Chair is Stephanie Okey; Development Chair is Allan Jacobson .
- Attendance: The Board met 13 times in 2024; each director attended at least 75% of Board and applicable committee meetings. 10 of 11 directors attended the 2024 annual meeting .
- Board leadership: Separate Chair (independent) and CEO roles; Chair is Michael Schmertzler .
- Executive sessions: Independent directors meet regularly in executive session per Corporate Governance Guidelines .
Fixed Compensation (Director; 2024)
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $56,500 |
| Option awards (grant-date fair value) | $134,915 |
| Stock awards (grant-date fair value) | $102,760 |
| Total | $294,175 |
Director pay program details:
- Annual cash retainer: $50,000; NCG member retainer $6,500; committee chair/member differentials for Audit and Compensation; ad hoc committee retainers as applicable .
- Annual equity: 10,000 options vesting monthly over one year; 4,000 RSUs vesting one-third on June 18, 2024 and two-thirds on Feb 15, 2025; additional Chair grants for the Board Chair (not applicable to Dr. Zeldis) .
Performance Compensation
| Performance-based element | Details |
|---|---|
| Director performance-linked pay | None disclosed; director equity vests time-based (not performance-conditioned) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Soligenix, Inc.; NexGel, Inc. |
| Prior public boards | BioSig Technologies; Alliqua BioMedical; MetaStat (OTCQB); Kalytera Therapeutics (TSXV) |
| Interlocks/conflicts at PTCT | None disclosed for Dr. Zeldis in related person transactions |
Expertise & Qualifications
- Deep drug development/clinical leadership (Celgene CMO; Sorrento, Celularity, NexImmune) .
- Extensive biotech public board experience (multiple public directorships) .
- Academic/clinical medicine pedigree; advanced scientific training (MD/PhD, Yale) .
Equity Ownership
| Metric (as of date shown) | Amount |
|---|---|
| Total beneficial ownership (Apr 21, 2025) | 111,833 shares; <1% of outstanding |
| Common shares owned (direct) | 14,500 |
| RSUs vesting within 60 days | 1,667 |
| Options exercisable within 60 days | 95,666 |
| Outstanding director options (aggregate at 12/31/2024) | 92,000 options |
| Unvested RSUs (12/31/2024) | 2,666 RSUs |
| Hedging/pledging | Company policy prohibits pledging and hedging by directors |
| Stock ownership guidelines | 3x three-year average cash Board retainer for non-employee directors; all non-employee directors were in compliance or within grace period as of Dec 15, 2024 |
Governance Assessment
- Independence and engagement: Independent director with at least 75% meeting attendance per Board-wide disclosure, and active service on NCG and Development Committees, aligning with governance oversight and R&D risk management focus .
- Alignment: Director pay is mostly equity-based via standard annual option and RSU grants; ownership guidelines in place and compliance reported, with anti-hedging/pledging safeguards supporting alignment with shareholders .
- Experience fit: CMO and R&D leadership background strengthens oversight of clinical pipeline and regulatory strategy (Development Committee), and prior public board experience supports governance processes (NCG) .
- Conflicts/related-party: No related person transactions disclosed for Dr. Zeldis; policy requires Audit Committee review for any such transactions, reducing conflict risk .
- Shareholder sentiment: Company’s 2024 say-on-pay approval was ~98.1%, indicating strong investor support for compensation governance broadly (contextual to PTCT governance) .