Joseph Limber
About Joseph M. Limber
Independent director since December 2012; age 72. Limber is a biopharma operator with multi‑decade CEO experience (Prometheus Laboratories, ACLARA BioSciences/Monogram, Praecis, Genoptix, Gradalis, Secura Bio) and currently serves as founder, President & CEO of Garda Therapeutics (since Dec 2024). He holds a B.A. from Duquesne University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Garda Therapeutics, Inc. | Founder; President & CEO | Dec 2024 – present | — |
| Secura Bio, Inc. | President & CEO; Director | Feb 2019 – Oct 2024 | — |
| Genoptix, Inc. | President & CEO | Mar 2017 – Dec 2018 | — |
| ImaginAb | Executive Chairman | Jan 2016 – Nov 2017 | — |
| Gradalis, Inc. | President & CEO | Jul 2013 – Apr 2015 | — |
| Prometheus Laboratories Inc. (Nestlé Health Science) | President & CEO; Director | Dec 2003 – Apr 2013 (Director Jan 2004 – Apr 2013) | — |
| Deltagen, Inc. | Consultant; Interim CEO | Jan 2003 – Jul 2003 | — |
| ACLARA BioSciences, Inc. (now Monogram Biosciences) | President & CEO | Apr 1998 – Dec 2002 | — |
| Praecis Pharmaceuticals, Inc. | President & COO | 1996 – 1998 | — |
| SEQUUS Pharmaceuticals, Inc. | EVP | Prior to 1996 | — |
| Syntex; Ciba‑Geigy | Marketing & Sales management | Earlier career | — |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Garda Therapeutics, Inc. | Founder; President & CEO | Current | Since Dec 2024 |
| Other public company directorships | — | Not disclosed | Proxy does not list any current public company boards for Limber |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Limber is independent under Nasdaq rules |
| Committees | Audit Committee (Chair; financial expert); Nominating & Governance Committee (Member) |
| Meeting attendance | All directors attended ≥75% of Board and committee meetings in 2024; all directors at the 2024 annual meeting |
| Board/committee workload | Board: 8 meetings in 2024; Audit: 4; Compensation: 4; Nominating & Governance: 3 |
| Executive sessions | Independent directors meet in executive session at every regular Board meeting |
| Leadership | Independent Chairman of the Board (not Limber) |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash fees (earned) | $65,160 | 2024 fees earned |
| Annual equity grant (target policy) | $150,000 | Director can elect options (monthly vest over 1 year), RSUs (1‑year cliff), or 50/50 split; no meeting fees |
| Equity granted (2024 actual) | $149,559 (options) | Limber elected 100% options; grant date fair value |
| Total (2024) | $214,719 | Cash + equity for 2024 |
| Cash retainer schedule (policy) | $40,000 base; Audit Chair +$20,000; N&G member +$6,000; no meeting fees | Illustrative of role‑based fees; Chairman/Lead +$40,000 (not applicable to Limber) |
| Director pay cap | $750,000 annual cap (cash + equity) | Plan limit |
Performance Compensation
| Metric/Design | Disclosure |
|---|---|
| Performance‑conditioned metrics for director pay | None disclosed; annual director equity is time‑based (options or RSUs) per policy |
| Option/SAR terms (plan) | FMV exercise price; max 10‑year term; no repricing without shareholder approval; clawback applies |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Limber in the proxy |
| Compensation Committee interlocks | Company disclosed none for its Compensation Committee (Limber is not a member) |
| Related‑party transactions | None reportable in 2023–2024; related‑party transactions are overseen by the Audit Committee |
Expertise & Qualifications
- Audit Committee Financial Expert designation; financially literate per Nasdaq .
- Extensive CEO/operating experience in biopharma across commercialization and transitions from clinical to commercial stages .
- Education: B.A., Duquesne University .
Equity Ownership
| Ownership element | Detail |
|---|---|
| Beneficial ownership (common shares) | 75,641 shares; <1% of outstanding |
| Options outstanding (as of 12/31/2024) | 69,433 options |
| RSUs outstanding (as of 12/31/2024) | 0 RSUs |
| Anti‑hedging/pledging | Company policy prohibits hedging, short sales, derivatives, margin, and pledging of Company stock by directors |
Governance Assessment
- Positives: Independent director with deep operating background; serves as Audit Committee Chair and designated financial expert, enhancing financial oversight. Attendance thresholds met; equity‑weighted pay aligns director incentives with shareholders; robust anti‑hedging/pledging policy; no related‑party transactions reported for 2023–2024 .
- Alignment: 2024 director pay comprised $65.2k cash and ~$149.6k equity (options), consistent with the $150k annual equity policy and equity‑heavy alignment approach; subject to a director pay cap and clawback .
- Watch items: Personal ownership is modest in percentage terms (<1%); ensure continued refresh of equity holdings through annual grants. Limber concurrently serves as CEO of a private biotech (Garda Therapeutics); monitor time‑commitment/related‑party risks, though no related‑party transactions were disclosed .
- Board‑level signal: The Board is seeking reincorporation from Delaware to Nevada, citing predictability and cost savings; Nevada provides broader director/officer liability protections, which may be perceived as more management‑friendly even as the Board asserts long‑term value benefits .
RED FLAGS: None disclosed regarding attendance shortfalls, related‑party transactions, hedging/pledging, or option repricing for directors in 2024. Continued monitoring warranted around external CEO role (time/overlap) and the governance implications of a Nevada reincorporation should it be approved .