Steven Gilman
SCYNEXISAbout Steven C. Gilman, Ph.D.
Independent director of SCYNEXIS since February 25, 2015; age 72 as of April 15, 2025. Ph.D. and MS in microbiology (Penn State), post-doctoral training at Scripps Clinical & Research Foundation, and BA in microbiology (Miami University of Ohio). Former Chairman/CEO of ContraFect; EVP R&D and CSO at Cubist; prior senior roles at ActivBiotics, Millennium, and Pfizer; earlier scientific/business/academic appointments at Wyeth, Cytogen, Temple Medical School, and Connecticut College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ContraFect Corporation | Chairman, President & CEO | May 2015 – Apr 2019 | Led clinical-stage infectious disease portfolio |
| Cubist Pharmaceuticals | EVP R&D; Chief Scientific Officer | Until Jan 2015 (acquired by Merck) | Directed anti-infective R&D; executive leadership |
| ActivBiotics | Chairman & CEO; President & CEO | Mar 2004 – Oct 2007 | Led company through development efforts |
| Millennium Pharmaceuticals | VP & GM, Inflammation | Oct 2000 – Mar 2004 | Business unit leadership |
| Pfizer Global R&D | Group Director | Prior to Oct 2000 | R&D leadership |
| Wyeth; Cytogen; Temple Medical School; Connecticut College | Scientific/business/academic appointments | N/A | Broad scientific and academic experience |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Akebia Therapeutics (Nasdaq: AKBA) | Director (Class I) | Compensation Committee (Member); Research & Development Committee (Member) | Current |
| Vericel (Nasdaq: VCEL) | Director | N/A | Prior |
| Keryx Biopharmaceuticals (Nasdaq: KERX) | Director | N/A | Prior |
| Momenta Pharmaceuticals (Nasdaq: MNTA) | Director | N/A | Prior |
| ContraFect | Director/Chair | N/A | Prior |
Board Governance
- Independence: Board determined all directors except CEO are independent; Gilman is independent under Nasdaq standards .
- Committees (2024): Compensation Committee Chair; Nominating & Corporate Governance Committee Member; not on Audit .
- Board leadership: Independent Chairman structure (Guy Macdonald) .
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in regularly scheduled executive sessions in 2024 .
Fixed Compensation
| Year | Cash Retainer | Committee Fees (Chair/Member) | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $45,000 (director base) | $15,000 (Comp Chair) ; $5,000 (Nominating member) | $65,000 | Paid quarterly |
| 2023 | $45,000 (director base) | $15,000 (Comp Chair) | $60,000 | Paid quarterly |
Performance Compensation
| Year | Stock Awards (RSUs) – Grant Date Fair Value | Option Awards – Grant Date Fair Value | Annual Equity Grant Sizes | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 | $43,240 | $30,730 | 23,000 RSUs; 23,000 options (post-Apr 2024 policy) | RSUs vest 1-year cliff; options vest 1-year cliff for annual grants | Non-employee directors may elect options in lieu of cash; shares determined by cash/0.65 ÷ FMV; options 100% vested at grant |
| 2023 | $27,400 | $18,854 | 10,000 RSUs; 10,000 options (pre-Apr 2024 policy) | RSUs vest 1-year cliff; options vest 1-year cliff for annual grants | Policy increased annual grant sizes in Apr 2024 |
Other Directorships & Interlocks
| Company | Overlap/Interlock Detail | Potential Conflict Assessment |
|---|---|---|
| Akebia Therapeutics | Gilman serves as director; Compensation & R&D Committees | No disclosed related-party transactions with SCYNEXIS; Audit Committee oversees related-party review |
Expertise & Qualifications
- Deep anti-infectives R&D leadership; prior CSO/EVP R&D in anti-infectives; CEO experience; broad scientific/academic background .
- Board skill fit: research and development of anti-infectives addressing resistant pathogens .
Equity Ownership
| As of | Beneficially Owned Shares | Shares Acquirable within 60 Days | Ownership % | RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|---|
| Mar 31, 2025 | 72,775 | 48,775 | <1% | 23,000 (as of Dec 31, 2024) | 72,661 (as of Dec 31, 2024) |
- Anti-hedging/pledging: Policy prohibits short sales, options/derivatives, hedging, margin accounts, pledges for directors/employees .
Insider Trades
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2025-06-30 | 2025-06-26 | A (Award) | Common Stock (RSU settlement) | 23,000 | $0.00 | 70,000 shares | |
| 2025-06-30 | 2025-06-26 | A (Award) | Stock Option | 23,000 | $0.74 | 23,000 options |
Governance Assessment
- Positives:
- Independent director; chairs Compensation and serves on Nominating & Corporate Governance, aligning incentives and oversight .
- Strong attendance; Board met five times in 2024 with ≥75% attendance from all directors; attended 2024 annual meeting .
- Clear anti-hedging/pledging policy; no related-party transactions since Jan 1, 2023 .
- Uses independent compensation consultant (Pearl Meyer); compensation risk review concluded policies not reasonably likely to have a material adverse effect .
- Shareholder sentiment signals:
- 2024 say-on-pay: For 13,476,050; Against 1,616,310; Abstain 369,042; Broker non-votes 10,498,371 (approved) .
- 2024 director election (Gilman): For 14,027,862; Withheld 1,433,540; Broker non-votes 10,498,371 .
- RED FLAGS:
- None on related-party transactions or hedging/pledging; one late Form 4 filing reported in 2023 for multiple directors due to administrative oversight (minor procedural issue) .
Director Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (RSUs) – Fair Value | Option Awards – Fair Value | Total |
|---|---|---|---|---|
| 2024 | $65,000 | $43,240 | $30,730 | $138,970 |
| 2023 | $60,000 | $27,400 | $18,854 | $106,254 |
Compensation Structure Analysis
- Year-over-year: Shift to higher annual equity grant sizes effective April 2024 (from 10,000 to 23,000 RSUs and options), increasing equity mix and alignment with shareholders .
- Options in lieu of cash: Directors can opt to receive fully vested options instead of cash; option sizing formula uses gross-up divisor of 0.65, increasing at-risk equity .
- No performance metrics tied to director compensation (time-based vesting only) .
Related Party Transactions
- Policy requires Audit Committee pre-approval for transactions >$120,000 involving insiders .
- Company disclosed no related-party transactions involving directors or NEOs since Jan 1, 2023 (other than standard compensation) .
Say-On-Pay & Shareholder Feedback
- 2024 Advisory Vote on executive compensation approved; company emphasizes equity over cash to align interests .
Expertise & Qualifications
- Anti-infectives R&D leadership; executive experience in biotech; educational credentials in microbiology; Board asserts valuable contributions to SCYNEXIS’s anti-infective focus .
WORK HISTORY & CAREER TRAJECTORY
| Employer | Role | Period | Notes |
|---|---|---|---|
| ContraFect | Chairman/President/CEO | 2015–2019 | Public biotech; infectious diseases |
| Cubist Pharmaceuticals | EVP R&D; CSO | Until 2015 | Acquired by Merck; antibiotics |
| ActivBiotics | Chairman/CEO; President/CEO | 2004–2007 | Private biotech leadership |
| Millennium Pharmaceuticals | VP & GM (Inflammation) | 2000–2004 | Senior leadership |
| Pfizer Global R&D | Group Director | N/A | R&D leadership |
| Wyeth; Cytogen; Temple Medical School; Connecticut College | Various | N/A | Scientific/academic roles |
Compensation Committee Analysis
- Composition: Armando Anido; Steven C. Gilman (Chair); Guy Macdonald—each independent .
- Use of independent consultant: Pearl Meyer engaged; scope included director pay benchmarking and equity guidelines .
- Charter responsibilities: Recommends CEO pay; sets executive and director comp; administers equity plans; annual charter performance review .
- Risk review: Compensation policies not reasonably likely to have a material adverse effect .
Committee Assignments, Chair Roles, and Expertise at SCYX
| Committee | Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Hanham; Hastings; Tinmouth | Hastings | 4 |
| Compensation | Anido; Gilman; Macdonald | Gilman | 6 |
| Nominating & Corporate Governance | Anido; Gilman; Hanham | Hanham | 1 |
Independence Status, Attendance, and Engagement
- Independent director; extensive engagement via committee leadership/membership .
- ≥75% attendance; annual meeting attendance confirmed .
- Independent directors hold executive sessions .
Potential Conflicts or Related-Party Exposure
- None disclosed since Jan 1, 2023; Audit Committee reviews and must pre-approve any related-party transactions .
Equity Ownership & Alignment Summary
- Beneficial ownership <1%; RSUs 23,000; options 72,661; strong anti-hedging/pledging posture .
Voting Outcomes (Signal for Investor Confidence)
- 2024 director election (Gilman): For 14,027,862; Withheld 1,433,540; Broker non-votes 10,498,371 .
- Auditor ratification: For 25,192,381; Against 698,103; Abstain 69,289 .
- Say-on-pay: For 13,476,050; Against 1,616,310; Abstain 369,042; Broker non-votes 10,498,371 .