Gary Ginsberg
About Gary Ginsberg
Gary Ginsberg, age 62, has served as an independent Class I director of Schrödinger (SDGR) since April 2020, with a current term expiring at the 2027 annual meeting . He previously led global communications at SoftBank Group (2018–2020), served as EVP of Corporate Marketing & Communications at Time Warner (2010–2018), and spent 11 years at News Corporation culminating as EVP of Global Marketing & Corporate Affairs and a member of the Office of the Chairman; he holds an A.B. in History from Brown University and a J.D. from Columbia Law School . His board service emphasizes corporate affairs, communications, and stakeholder engagement—skills aligned with SDGR’s software and therapeutics dual-business model .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoftBank Group Corp. | SVP & Global Head of Communications | Nov 2018 – Dec 2020 | Led global communications during a period of significant portfolio scrutiny and stakeholder engagement . |
| Time Warner Inc. | EVP, Corporate Marketing & Communications | Feb 2010 – Aug 2018 | Oversaw corporate marketing and communications across a large media enterprise . |
| News Corporation | EVP, Global Marketing & Corporate Affairs; member, Office of the Chairman | 11 years (latest role as EVP) | Senior corporate affairs leadership supporting strategy and reputation management . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Townsquare Media, Inc. | Director | Current | Public media company directorship . |
| Synacor, Inc. | Director | Jan 2012 – Jun 2020 | Prior public company directorship . |
Board Governance
- Independence: Board determined in March 2025 that all directors except the CEO (Ramy Farid) and co‑founder Richard Friesner are independent; Ginsberg is independent under Nasdaq standards .
- Committee assignments: Member, Audit Committee (7 meetings in 2024; Chair: Gary Sender) ; Member, Compensation Committee (5 meetings in 2024; Chair: Gary Sender) .
- Attendance: Board met 5 times in 2024; each then‑serving director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Independent Chair (Michael Lynton); no lead independent director given independent chair; CEO and Chair roles are separated .
- Executive sessions: Independent directors meet in executive session at least twice per year .
- Election support signal: At the 2024 annual meeting, Ginsberg’s re‑election received ~76% support; company feedback indicates investor concerns centered on the classified board structure and director board commitments (over‑boarding); the N&CG committee reviews these topics regularly .
- Compensation committee interlocks: None; no member has ever been an officer/employee of SDGR; no reciprocal interlocks disclosed .
Fixed Compensation
| Component | 2024 Amount/Term | 2025 Policy (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Board cash retainer | $45,000 | $50,000 | Annual Board fee for non‑employee directors . |
| Audit Committee (member) | $10,000 | $10,000 | Member fee; chair supplement $10,000 (not applicable to Ginsberg) . |
| Compensation Committee (member) | $7,500 | $7,500 | Member fee; chair supplement $7,500 (not applicable to Ginsberg) . |
| Total cash fees paid to Ginsberg (2024) | $62,500 | — | Matches Board + Audit + Compensation member fees . |
| Director Compensation (2024) | Amount |
|---|---|
| Cash fees | $62,500 |
| Option awards (grant-date fair value) | $98,825 |
| RSU awards (grant-date fair value) | $96,600 |
| Total | $257,925 |
Performance Compensation
| Equity Element | Shares (typical 2024 annual grant) | Vesting | Notes |
|---|---|---|---|
| Stock options | 8,550 | Vests at 12 months (or earlier at next AGM), annual grant timing at AGM . | |
| RSUs | 5,000 | Vests at 12 months (or earlier at next AGM), annual grant timing at AGM . | |
| Initial director grant (on first election) | Up to 17,050 options; up to 10,000 RSUs | 1/3 annually over 3 years | Initial equity values/maximum share caps; vesting promotes long‑term alignment . |
Director equity is time‑based (not performance‑conditioned). No director‑specific performance metrics are used; PRSUs are used for executives, not directors .
Other Directorships & Interlocks
| Company | Capacity | Interlocks/Conflicts at SDGR |
|---|---|---|
| Townsquare Media, Inc. | Director | No SDGR‑disclosed customer/supplier relationships or interlocks involving Ginsberg . |
| Synacor, Inc. (prior) | Director | No SDGR‑disclosed interlocks involving Ginsberg . |
Expertise & Qualifications
- Senior corporate affairs and communications executive across global media/technology investors (SoftBank, Time Warner, News Corporation), bringing stakeholder, reputational, and strategic communications expertise to the Board .
- Legal training (J.D., Columbia), supporting governance and risk oversight roles .
- Committee experience on Audit and Compensation at SDGR; not designated the “audit committee financial expert” (that designation is held by director Gary Sender) .
Equity Ownership
| Item (as of Apr 1, 2025 unless noted) | Detail |
|---|---|
| Total beneficial ownership | 67,609 shares (6,250 common shares + 61,359 options exercisable within 60 days) . |
| % of shares outstanding | <1% of common stock . |
| Pledged/hedged shares | None disclosed for Ginsberg; company prohibits hedging/pledging with limited exceptions; only Friesner has a board‑approved pledge outstanding under specific conditions . |
| Stock ownership guidelines | Non‑employee directors: 3.0x annual cash retainer; as of Apr 21, 2025, all directors except those newly appointed or recently hired executives met the guideline—this includes Ginsberg . |
Governance Assessment
- Positives
- Independent director serving on both Audit and Compensation committees; Board reports robust committee oversight (financial controls, cybersecurity/privacy, compensation risk, succession, ESG oversight via N&CG) .
- Meets stock ownership guidelines; director equity is time‑vested, aligning incentives without encouraging short‑term risk taking; anti‑hedging/pledging policy in place .
- Attendance at/above 75% threshold; independent chair structure; regular executive sessions support independent oversight .
- Watch items / Red flags
- 2024 re‑election support of ~76% for Ginsberg lagged typical S&P medians; company feedback indicates investor concerns over the classified board and potential over‑boarding; N&CG committee reviews board commitments and continues dialogues on declassification timing .
- No related‑party transactions disclosed involving Ginsberg; continue to monitor for any future interlocks or transactions given committee roles .
Additional Context Signals
- Say‑on‑pay approval was strong at >98% in 2024, indicating general investor support for compensation practices, though director election support for some nominees (including Ginsberg) trailed due to governance structure/board commitment considerations .
- Compensation committee composition includes Ginsberg; committee uses an independent consultant (Aon), maintains clawback policy, and oversees equity ownership and pay‑risk; no interlocks or insider participation issues disclosed .
No related‑party transactions, loans, or conflicts were disclosed involving Gary Ginsberg in the company’s Transactions with Related Persons section for 2024–2025 .