Dennis Podlesak
About Dennis G. Podlesak
Dennis G. Podlesak is a Class III director and has served as Chairman of the Board since December 2008. He is 67 years old (as of April 1, 2025), holds a B.A. and M.B.A. from Pepperdine University, and completed postgraduate studies at Wharton. His background includes founding and leading multiple biotech and pharma companies and senior roles at Novartis, Allergan, and SmithKline Beecham, providing strategic, operational, commercial, and financial expertise relevant to Syndax’s stage and sector .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Cerexa, Inc. | Founder & CEO | Not disclosed | Built and sold to Forest Laboratories; commercial/clinical expertise |
| Peninsula Pharmaceuticals | CEO | Not disclosed | Led sale to J&J’s Ortho-McNeil |
| Calixa Therapeutics | Founder & CEO | Not disclosed | Sold to Cubist; transaction leadership |
| Corthera, Inc. | Executive Chairman | Not disclosed | Sold to Novartis; deal execution |
| Tobira Therapeutics | Chairman | Not disclosed | Sold to Allergan; board leadership |
| Avanir Pharmaceuticals | Director | Not disclosed | Sold to Otsuka; board oversight |
| Rightcare Solutions | Founding Board Member | Not disclosed | Sold to Cardinal Health |
| Novartis, Allergan, SmithKline Beecham | Various executive roles | Not disclosed | Pharma operating experience |
External Roles
| Organization | Role | Status | Focus/Notes |
|---|---|---|---|
| Transposon Therapeutics | Chairman & CEO | Current | Life sciences company leadership |
| Canaan Partners’ Axcelius LLC | CEO & Managing Partner | Current | Venture investment leadership |
| Domain Associates, LLC | Advisory Partner | Current | Life sciences VC advisory |
Board Governance
- Structure: Board Chair role is separated from the CEO; Podlesak serves as Board Chair and presides over independent director executive sessions, supporting independent oversight and board effectiveness .
- Independence: The Board affirmatively determined all directors other than the CEO are independent under Nasdaq and SEC rules; Podlesak is independent .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings. Committees held 8 (Audit), 4 (Compensation), 4 (Nominating & Corporate Governance), and 4 (Science & Technology) meetings in 2024 .
- Committee assignments (2024):
- Audit Committee: Member; Chair is Pierre Legault .
- Compensation Committee: Member; Chair is Keith Katkin .
- Nominating & Corporate Governance Committee: Chair; members include Jarrett, Katkin, Legault .
- Science & Technology Committee: Not a member; chaired by Dr. Huber .
Fixed Compensation
| Component | 2024 Policy | 2025 Policy | Notes |
|---|---|---|---|
| Annual base retainer (non-employee director) | $45,644 | $50,000 | Paid quarterly . |
| Additional retainer – Board Chair | $79,876 | $85,000 | Podlesak is Board Chair . |
| Committee member retainer – Audit | $11,410 | $12,500 | Per member, non-chair . |
| Committee member retainer – Compensation | $8,558 | $10,000 | Per member, non-chair . |
| Committee member retainer – Science & Tech | $8,558 | $10,000 | Per member, non-chair . |
| Committee member retainer – Nominating & Gov | $5,706 | $7,500 | Per member, non-chair . |
| Committee chair retainer – Audit | $22,822 | $25,000 | Chair retainer . |
| Committee chair retainer – Compensation | $17,115 | $20,000 | Chair retainer . |
| Committee chair retainer – Science & Tech | $17,115 | $17,500 | Chair retainer . |
| Committee chair retainer – Nominating & Gov | $11,410 | $12,000 | Chair retainer; Podlesak chairs this committee . |
| Actual 2024 Cash Paid | Amount |
|---|---|
| Fees earned or paid in cash (Podlesak) | $196,898 |
Performance Compensation
| Equity Component | Annual Grant | Vesting | Notes |
|---|---|---|---|
| Deferred RSUs – Board Chair | 34,000 (2024) | 1-year cliff | Increased to 50,000 in 2025; delivered only upon separation, death, disability or change in control . |
| Deferred RSUs – other directors | 17,000 (2024) | 1-year cliff | Increased to 25,000 in 2025; same settlement/defer rules . |
| New director initial options | 35,000 | Monthly over 3 years | Granted at appointment; FMV strike price . |
| 2024 Director Equity (Grant Date Fair Value) | Stock Awards ($) | Options Granted in 2024 |
|---|---|---|
| Dennis G. Podlesak | $757,520 | None (no options received in 2024) . |
| Outstanding Equity at 12/31/2024 | Option Awards Outstanding | Stock Awards Outstanding |
|---|---|---|
| Dennis G. Podlesak | 192,600 | 127,333 . |
- Clawback and hedging: The company adopted an executive incentive compensation clawback policy compliant with Rule 10D-1/Nasdaq 5608 (applies to executive officers); officers and non-employee directors are prohibited from hedging or pledging company securities, reinforcing alignment and reducing risk-taking incentives .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| Tobira Therapeutics (public; acquired by Allergan) | Chairman | Prior | Led through sale; potential network interlock with Allergan . |
| Avanir Pharmaceuticals (public; acquired by Otsuka) | Director | Prior | Served through acquisition . |
| Rightcare Solutions (private; acquired by Cardinal Health) | Founding Board Member | Prior | Health IT exposure . |
- Independence/related-party: The Board’s independence review found no relationships interfering with independent judgment; the proxy discloses no related party transactions since Jan 1, 2024 other than standard compensation and arrangements .
Expertise & Qualifications
- Venture capital leadership (Axcelius/Canaan; Domain Associates) and biotech operating CEO track record across multiple exits (Peninsula→J&J; Cerexa→Forest; Calixa→Cubist; Corthera→Novartis), indicating M&A execution capability and strategic acumen .
- Pharma commercial and operational experience at Novartis, Allergan, SmithKline Beecham; board cites his qualifications and “financial expertise” to serve on the Board .
- Governance acumen via chairing Nominating & Corporate Governance and service on Audit and Compensation committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Methodology |
|---|---|---|---|
| Dennis G. Podlesak | 319,933 | <1% | Includes options exercisable within 60 days; based on 86,317,922 shares outstanding as of March 7, 2025 . |
- Policy: Officers and non-employee directors are prohibited from hedging or pledging company securities; mitigates alignment risks (no pledging) .
- Indemnification: The company maintains D&O insurance and indemnification agreements for directors .
Governance Assessment
- Positives
- Board leadership separation (independent Chair vs. CEO) enhances oversight; Podlesak presides over executive sessions, strengthening independent monitoring .
- Clear independence determinations; Podlesak serves as independent director and committee chair/member (Nominating Chair; Audit/Comp member) .
- Attendance satisfactory: Board met 4 times in 2024 with all directors meeting ≥75% attendance; robust committee cadence (8/4/4/4) .
- Director equity via Deferred RSUs with one-year vest and deferred settlement aligns horizon to long-term service; Board Chair receives higher RSU allocation reflecting role accountability .
- No related-party transactions disclosed; reduces conflict-of-interest risk .
- Watch items
- Deferred RSUs are not performance-based; alignment relies on share price and long-term service rather than explicit performance metrics at the director level .
- Extensive external leadership in venture-backed life-sciences (Transposon, Axcelius, Domain Associates) requires continued rigorous independence/conflict monitoring (handled by Nominating & Governance and Audit Committee processes) .
Compensation Structure Analysis
| Item | 2024 | 2025 | Implication |
|---|---|---|---|
| Base director retainer | $45,644 | $50,000 | Modest cash increase; market alignment . |
| Board Chair additional retainer | $79,876 | $85,000 | Increased responsibility premium . |
| RSUs – Board Chair | 34,000 | 50,000 | Larger equity weighting for Chair; stronger long-term alignment . |
| RSUs – other directors | 17,000 | 25,000 | Increased equity mix for directors . |
- Mix: Year-over-year shifts favor higher equity awards vs. cash retainers (especially for Chair), increasing at-risk, long-term alignment. No option repricing or guaranteed meeting fees disclosed; options granted only to new directors at appointment, at FMV strike .
- Consultant: Compensation Committee used Aon as independent consultant and assessed independence; signals governance rigor in pay-setting .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay support: Approximately 75% of shares cast in favor (for 2023 NEO pay); the company engaged with holders representing ~65% of outstanding shares in 2024–early 2025 and introduced PRSUs for NEOs in 2024/2025 in response to evolving preferences .
- 2023 say-on-pay support: Approximately 98.6% approval for 2022 NEO pay, reflecting strong prior support .
Related Party Transactions (Conflict Check)
- Policy requires Board/Nominating & Governance approval of related-party transactions exceeding $120,000; none were reported since January 1, 2024 (excluding compensation/termination/change-in-control arrangements) .
About the Board Committees (for risk oversight context)
- Audit: Oversees financial reporting, internal controls, liquidity/tax/insurance, investment policy, cybersecurity risk; reviews related party transactions .
- Compensation: Oversees executive/director compensation, clawback policy, human capital, succession planning; retained Aon .
- Nominating & Corporate Governance: Oversees board composition, independence, conflicts, governance guidelines, evaluations, succession for board leadership; chaired by Podlesak .
- Science & Technology: Advises on R&D portfolio, clinic-to-market strategy, BD screening .
Notes on Director Compensation Table (2024 actual)
| Name | Fees in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Dennis G. Podlesak | 196,898 | 757,520 | 954,418 |
RED FLAGS
- None disclosed: No related-party transactions; prohibition on hedging/pledging; no option repricing for directors; indemnification standard for Delaware corporations. Attendance thresholds met; role separation in leadership .
Overall, Podlesak’s long tenure as independent Board Chair, leadership of the Nominating & Governance Committee, and service on Audit and Compensation indicate strong governance engagement. The shift to larger deferred RSU grants in 2025 enhances long-term alignment, while the absence of related-party transactions and clear independence determinations support investor confidence in board effectiveness .