John Glasspool
About John Glasspool
John Glasspool (age 62) is an independent director of Relmada Therapeutics, Inc. (RLMD) serving since December 19, 2019; he chairs the Corporate Governance & Nominating Committee and sits on the Audit and Compensation Committees . He is currently CEO of VarmX B.V. (since Oct 2024) and previously served as CEO and board member of Anthos Therapeutics (2019–2024), with prior senior roles at Baxalta/Baxter; he holds a BA from University of Staffordshire and a Business Administration degree from Oxford University . The board confirms his independence under Nasdaq rules, and all directors attended five board meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anthos Therapeutics | CEO and Director | 2019–2024 | Led cardiovascular biotech; governance experience as director |
| Dalcor Corporation | Director | 2017–2023 | Board experience in precision medicine |
| TUFTS NEWDIGS | Senior Advisor | Not specified | Strategic advisory in drug development systems |
| Roivant Sciences | Consultant | Jun 2017–Oct 2018 | Strategic/operational consulting |
| Baxalta (ex-Baxter BioScience) | EVP, Head Corporate Strategy & Customer Operations | Jul 2015–Jan 2017 | Enterprise strategy/operations leadership |
| Baxter BioScience | VP, Emerging Therapies & Market Development | Aug 2012–Jun 2015 | Early-stage therapy and market development |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| VarmX B.V. | Chief Executive Officer | Current (since Oct 2024) | Operating CEO role alongside RLMD directorship |
| Anthos Therapeutics | CEO and Director | Former | Ended in 2024 |
| Dalcor Corporation | Director | Former | Ended in 2023 |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Audit; Member, Compensation .
- Independence: Board deems Glasspool independent under Nasdaq Listing Rule 5605; independent directors include Casamento, Glasspool, Fedeli .
- Attendance: Board met five times in FY2024; all directors attended. Audit met four times; Compensation met twice; Corporate Governance & Nominating met four times .
- Board leadership: Separate Chairman (Charles J. Casamento) and CEO (Sergio Traversa) roles for oversight independence .
- Policies: No anti-hedging policy currently in place for directors/officers/employees (red flag). Insider Trading Policy and whistleblower policy maintained; clawback adopted Nov 2023 per SEC/Nasdaq 10D-1 .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Quarterly cash retainer (non-management directors) | $17,655 per quarter | 2024 policy (implies $70,620 annually) |
| Committee fees (2025 policy) – Audit | Chair $23,540; Member $10,593 | No increase from 2024 |
| Committee fees (2025 policy) – Compensation | Chair $17,067; Member $8,239 | No increase from 2024 |
| Committee fees (2025 policy) – Corporate Governance & Nominating | Chair $17,067; Member $8,239 | No increase from 2024 |
| Chairman of the Board additional compensation | $67,089 | For Chairman role (not Glasspool) |
| 2024 Director Compensation (Glasspool) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $106,518 |
| Stock Awards | $0 |
| Option Awards | $0 |
| All Other Compensation (cash in lieu of unapproved options) | $180,000 |
| Total | $286,518 |
Note: “All Other Compensation” reflects cash compensation replacing stock options that were subsequently not approved at the annual shareholder meeting .
Performance Compensation
- 2024 equity grants to directors: None; no options granted to Board members in 2024 (equity granting paused) .
- Clawback: Incentive-based compensation subject to recovery under Rule 10D-1 and Nasdaq standards (policy adopted Nov 2023) .
| Equity Awards Held (Glasspool) – Vested Options by Grant | Count | Strike | Type |
|---|---|---|---|
| Options vested | 200,000 | $43.47 | Incentive/non-qualified options, exercisable |
| Options vested | 100,000 | $33.43 | Exercisable |
| Options vested | 131,250 | $19.03 | Exercisable |
| Options vested | 93,750 | $3.37 | Exercisable |
| Options vested | 11,820 | $2.48 | Exercisable |
| Unvested Options (Excluded from beneficial ownership) | Count | Strike |
|---|---|---|
| Unvested options excluded | 18,750 | $19.03 |
| Unvested options excluded | 56,250 | $3.37 |
| Unvested options excluded | 19,702 | $2.48 |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company directorships (current) | — | None disclosed | None disclosed |
| Private/other boards (current) | VarmX B.V. | CEO | Time commitment alongside RLMD role |
| Prior boards | Dalcor Corporation | Director | Ended in 2023 |
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Industry experience | 25+ years in biotechnology/pharma; executive-level roles at Baxalta/Baxter |
| Strategic/operational expertise | Corporate strategy, operations, market development |
| Education | BA (University of Staffordshire); Business Administration degree (Oxford University) |
| Board qualifications | Governance leadership (Committee Chair), audit and compensation committee experience |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis |
|---|---|---|---|
| John Glasspool | 536,820 | 1.6% | Includes options exercisable within 60 days; excludes unvested options noted below |
Breakdown: Includes 200,000 options @ $43.47, 100,000 @ $33.43, 131,250 @ $19.03, 93,750 @ $3.37, 11,820 @ $2.48; excludes 18,750 @ $19.03, 56,250 @ $3.37, 19,702 @ $2.48 unvested .
- Shares pledged as collateral: Not disclosed in proxy; no pledging disclosure identified .
- Ownership guidelines for directors: Not disclosed; no stated director stock ownership guidelines in proxy .
Governance Assessment
-
Strengths:
- Independent director with multi-committee service (chairing Corporate Governance & Nominating; member of Audit and Compensation), supporting board effectiveness .
- Full attendance at board meetings in 2024; committee activity robust (Audit 4x; CGN 4x; Comp 2x), indicating engagement .
- Clawback policy adopted in Nov 2023 in line with SEC/Nasdaq requirements—positive for pay governance .
-
Risks/Red flags:
- No anti-hedging policy prohibiting directors/officers/employees from hedging company equity—misalignment risk for investors (red flag) .
- 2024 “All Other Compensation” cash paid in lieu of unapproved stock options ($180,000 for Glasspool) can signal compensation structure instability and potential shareholder pushback .
- Company received a negative Say‑on‑Pay in 2024; while management and the Compensation Committee initiated engagement and reforms, vote outcome indicates prior compensation concerns (investor confidence signal) .
-
Potential conflicts:
- Concurrent CEO role at VarmX B.V. could present time-commitment considerations; no related-party transactions involving Glasspool disclosed in RLMD proxy .
-
Alignment:
- Material vested options across multiple strike prices provide exposure to share price upside; change-in-control provisions in equity plans provide vesting acceleration, potentially aligning incentives during strategic transactions .
Overall: Glasspool’s independent status, committee leadership, and attendance support governance quality. The absence of an anti-hedging policy and 2024 compensation cash substitution following negative Say‑on‑Pay are key watchpoints for investor alignment and board responsiveness .