Stephen Mitchell
Vanda PharmaceuticalsAbout Stephen Ray Mitchell, M.D., M.B.A.
Independent Class I director of Vanda Pharmaceuticals since February 2020; age 73 as of the April 15, 2025 record date. He is Joseph Butenas Professor and Dean Emeritus for Medical Education at Georgetown University School of Medicine (since August 2002), with prior leadership roles in academic medicine and accreditation (LCME Chair, Standards subcommittee; Governing Council member). Education: B.A. Psychology and M.D. from the University of North Carolina at Chapel Hill; Global Executive M.B.A. from Georgetown University’s McDonough School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown University School of Medicine | Joseph Butenas Professor and Dean Emeritus for Medical Education | Aug 2002–present | Oversight of medical education programs; leadership in curriculum and academic affairs |
| Georgetown University School of Medicine | Senior Associate Dean for Academic Affairs | 2000–2002 | Academic governance |
| Georgetown University School of Medicine | Associate Dean for Clinical Curriculum | 1998–2000 | Clinical education oversight |
| Georgetown University School of Medicine | Program Director, Internal Medicine | 1992–1997 | Residency program leadership |
| Georgetown University | Founding Program Director, Med-Peds | 1995–1999 | Dual training program development |
| Liaison Committee on Medical Education (LCME) | Chair; Standards Subcommittee Chair; Governing Council | Chair since 2018; member 2013–2019 | Accreditation standards leadership for U.S./Canada medical schools |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LCME (U.S./Canada accreditation) | Chair; Governing Council member | Chair since 2018; member 2013–2019 | Standards subcommittee leadership |
| U.S. Air Force | Veteran | N/A | Service background |
Board Governance
- Independence: Board determined Stephen Ray Mitchell is independent under Nasdaq and SEC standards .
- Committee memberships (as of Dec 31, 2024):
- Nominating/Corporate Governance Committee (member; Chair: Phaedra S. Chrousos) .
- Board/committee activity:
- Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Nominating/Corporate Governance Committee held 6 meetings in 2024 .
- Majority vote resignation policy: tendered an irrevocable, conditional resignation effective upon failure to receive a majority vote and Board acceptance .
- Say-on-Pay: 79% approval at the 2024 Annual Meeting (advisory vote) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee retainer – Nominating (member) | $7,500 | Non-chair member |
| Total cash fees paid (2024) | $57,500 | Matches reported fees earned |
Current director fee schedule (effective June 2024 refresh): Lead Independent Director +$30,000; Audit Chair +$25,000; Compensation Chair +$20,000; Nominating Chair +$15,000; Audit member +$15,000; Compensation member +$10,000; Nominating member +$7,500 .
Performance Compensation
| Equity Award | Grant Practice | 2024 Grant Value (ASC 718) | Shares/Units Outstanding | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual) | RSUs only since June 2024; annual grant fixed value $260,000 following each annual meeting | $112,499 | 20,529 RSUs outstanding (as of Dec 31, 2024; none vested by that date) | Annual RSUs vest 100% one year from grant; initial RSUs vest in 4 equal annual installments | None (time-based vesting; no director PSUs disclosed) |
| Stock options (legacy) | Legacy program mix with options prior to June 2024 refresh | $112,497 | 128,121 options outstanding (90,543 vested as of Dec 31, 2024) | Typical 4-year vesting with monthly installments after first year | None (option value contingent on stock price; no specific metrics) |
Notes:
- Program shifted from mix of options+RSUs to all-RSUs in June 2024 to align with peer practices; RSU values are fixed at grant and vest based on continued service (not performance) .
- Anti-hedging/anti-pledging policy applies to directors; clawback policy applies to executive officers (not stated for directors) .
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | No public company directorships in past 5 years |
Expertise & Qualifications
- Medical education leadership and governance experience; accreditation standards (LCME Chair) .
- Advanced management training (Global Executive M.B.A., Georgetown) .
- Clinical and academic program leadership across internal medicine and Med-Peds .
Equity Ownership
| Metric | Amount | Detail/Breakdown |
|---|---|---|
| Total beneficial ownership | 172,978 shares | Includes options exercisable within 60 days; <1% of shares outstanding |
| Ownership % of outstanding | <1% | Based on 58,933,982 shares outstanding on record date |
| Options – exercisable within 60 days | 128,121 | Included in beneficial ownership |
| Options – vested (12/31/2024 snapshot) | 90,543 | As of Dec 31, 2024 |
| RSUs – outstanding (12/31/2024 snapshot) | 20,529 | None vested as of Dec 31, 2024 |
| Shares pledged as collateral | 200 shares | Pledge predates Board service; exempt from anti-pledging policy |
| Anti-hedging/anti-pledging policy | In force | Applies to directors (limited exceptions); prohibits hedging, margin, pledging |
Governance Assessment
- Board effectiveness: Mitchell contributes deep domain expertise in medical education and accreditation, aligned with VNDA’s clinical and regulatory priorities. His role on the Nominating/Corporate Governance Committee supports oversight of Board composition, ESG, and independence standards .
- Independence and attendance: Confirmed independent; attended at least 75% of Board/committee meetings; engagement indicators include participation in a committee with 6 meetings in 2024 .
- Pay and alignment: Cash fees are modest ($57.5k), with equity delivered via time-based RSUs; legacy options remain outstanding. The June 2024 shift to all-RSUs reduces option-driven risk-taking but increases guaranteed value on service, signaling emphasis on retention over performance linkage for directors .
- Conflicts and related-party exposure: No Item 404 related-party transactions identified for Mitchell. Notable but immaterial red flag: 200 pledged shares (grandfathered pre-Board), in the context of a strict anti-pledging policy; magnitude is de minimis and disclosed .
- Shareholder signals: 2024 Say-on-Pay approval at ~79% suggests mixed support for executive pay; while not directly about directors, it indicates ongoing investor scrutiny of compensation governance overseen by the board and its committees .
RED FLAGS
- Shares pledged as collateral (200 shares; exempt due to timing but still a governance caution) .
- Program shift to RSUs for directors reduces performance linkage versus options; monitor equity sizing and vesting for alignment with shareholder outcomes .
Overall, Mitchell appears an independent, active director with strong governance credentials. Equity alignment is primarily time-based; conflicts risk is low with transparent disclosure and limited magnitude. Continued monitoring of director equity grant sizing and any future pledging/hedging exceptions is warranted .