Gary Sender
About Gary Sender
Independent Class III director at Schrödinger since July 2019; age 63 (as of April 1, 2025). Former CFO with over three decades in life sciences finance; holds a B.S. in Finance (Boston University) and an MBA (Carnegie Mellon). Chairs both the Audit Committee (audit committee financial expert) and the Compensation Committee; deemed independent under Nasdaq rules (board determined all directors except the CEO and Dr. Friesner are independent). Current external public boards: Harmony Biosciences Holdings, Inc. and iBio, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nabriva Therapeutics plc | Chief Financial Officer | May 2016 – Mar 2021 | Led finance during public biopharma operations |
| Synergy Pharmaceuticals Inc. | CFO & EVP | Nov 2015 – May 2016 | Short transitional CFO role |
| Shire plc (now Takeda) | SVP, Finance | Aug 2009 – Jun 2015 | Senior finance leadership in large-cap biopharma |
| Tengion, Inc. | Founding CFO | Aug 2004 – Jul 2009 | Established finance function in regenerative medicine startup |
| Merck & Co., Inc. | Finance leadership roles | ~15 years | Multiple leadership positions at big pharma |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harmony Biosciences Holdings, Inc. | Director | Current | Committee roles not disclosed |
| iBio, Inc. | Director | Current | Committee roles not disclosed |
Board Governance
- Committees: Audit (Chair), Compensation (Chair); also serves alongside independent directors on both; audit committee financial expert designation. Audit met 7 times in 2024; Compensation met 5; Nominating & Corporate Governance met 2; Drug Discovery met 5 .
- Independence: Board determined all directors except the CEO (Farid) and Dr. Friesner are independent (Sender is independent) .
- Attendance: Full board met 5 times in 2024; each then-serving director attended ≥75% of board and applicable committee meetings; directors expected to attend annual meeting and did in 2024 .
- Board structure: Independent Chairman (Michael Lynton); no lead independent director given chair’s independence; independent directors meet in executive session at least twice per year .
Fixed Compensation
Director cash retainer and committee fees (policy-level schedule)
| Fee Type | 2023 | 2024 | 2025 (effective Jan 1, 2025) |
|---|---|---|---|
| Board Member Annual Fee ($) | 45,000 | 45,000 | 50,000 |
| Board Chair Supplemental ($) | 35,000 | 40,000 | 40,000 |
| Audit Committee Member ($) | 10,000 | 10,000 | 10,000 |
| Audit Committee Chair Supplemental ($) | 10,000 | 10,000 | 10,000 |
| Compensation Committee Member ($) | 7,500 | 7,500 | 7,500 |
| Compensation Committee Chair Supplemental ($) | 7,500 | 7,500 | 7,500 |
| Nominating & Corp Gov Member ($) | 5,000 | 5,000 | 5,000 |
| Nominating & Corp Gov Chair Supplemental ($) | 5,000 | 5,000 | 5,000 |
| Drug Discovery Committee Member ($) | 7,500 | 7,500 | 7,500 |
| Drug Discovery Committee Chair Supplemental ($) | 15,000 | 7,500 | 7,500 |
Sender’s director cash and equity compensation (reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 80,000 | 80,000 | 80,000 |
| Option Awards – grant-date fair value ($) | 189,993 | 344,173 | 98,825 |
| Stock Awards (RSUs) – grant-date fair value ($) | — | 282,875 | 96,600 |
| Total ($) | 269,993 | 707,048 | 275,425 |
Performance Compensation
Annual director equity grants and vesting mechanics
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Meeting Option Grant (shares) | 14,907 | 12,500 | 8,550 |
| Annual Meeting RSU Grant (shares) | — | 6,250 | 5,000 |
| Vesting (Annual Grants) | Options: vest fully by next annual meeting; RSUs: vest by next annual meeting | Options: next annual meeting; RSUs: next annual meeting | Options: next annual meeting; RSUs: next annual meeting |
| New Director Initial Grants (post-2024 policy) | N/A | N/A | Option value $237,500; RSU value $237,500; 3-year ratable vest; acceleration on change of control |
| Policy change (2025) | N/A | N/A | Initial option value $252,500; RSU value $252,500; Annual option value $126,250; RSU value $126,250 (caps on shares; same vesting/acceleration) |
Notes:
- Director equity is time-based (no performance metrics); options struck at fair market value on grant date; certain awards accelerate on specified change-of-control events .
- Under the 2022 Equity Incentive Plan, annual director cash+equity value is capped at $750,000 ($1,000,000 in initial year) for non-employee directors .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks |
|---|---|---|---|
| Harmony Biosciences Holdings, Inc. | Pharma | Director | No disclosed related-party transactions with Schrödinger |
| iBio, Inc. | Biotechnology | Director | No disclosed related-party transactions with Schrödinger |
Expertise & Qualifications
- Financial acumen: audit committee financial expert; extensive CFO experience in public biopharma .
- Industry depth: senior finance roles at Shire/Takeda; prior Merck leadership; startup CFO experience .
- Governance: chairs both Audit and Compensation Committees; independence affirmed by the board .
Equity Ownership
Beneficial ownership and outstanding awards
| Metric | Apr 1, 2024 | Apr 1, 2025 |
|---|---|---|
| Common shares held | — (options only within 60 days) | 6,250 |
| Options exercisable within 60 days | 47,908 | 60,408 |
| Total beneficial ownership (shares) | 47,908 | 66,658 |
| % of common shares outstanding | <1% | <1% |
| Unvested RSUs (at year-end) | 6,250 (12/31/2023) | 5,000 (12/31/2024) |
| Outstanding options (aggregate, year-end) | 60,408 (12/31/2023) | 68,958 (12/31/2024) |
Alignment policies:
- Stock ownership guidelines apply to non-employee directors (company-wide policy) .
- Insider trading policy prohibits hedging and pledging; exceptions require approval. No pledges by directors or NEOs other than Dr. Friesner (Sender has none) .
Governance Assessment
- Strengths: Independent director with deep life sciences finance experience; chairs Audit and Compensation with audit-financial-expert status; consistent meeting attendance; equity grants align director incentives with shareholders; robust related-party review policy with no Sender-related transactions disclosed .
- Watch items:
- Committee concentration: Chairing both Audit and Compensation centralizes oversight in one director, potentially elevating workload and succession risks; mitigation via independent multi-member committees and documented charters .
- Board classified structure drew investor feedback; company cites stability rationale; continued engagement planned. Not specific to Sender but affects overall governance sentiment .
- Overboarding concerns were raised broadly by investors; the nominating committee reviews commitments regularly and found adequate time allocation (Sender serves on two external public boards) .
- Shareholder signals: Say-on-pay support was strong (over 98% in 2024), indicating positive sentiment on compensation governance; director election support last year varied by nominee, highlighting attention to board structure and commitments .
Overall, Gary Sender presents as a financially sophisticated, independent director with meaningful equity exposure and high engagement, though dual committee chair roles warrant ongoing monitoring to ensure optimal workload distribution and succession resilience .