usually one and at most two employee directors... ie ceo type... all others are outside directors or non-employee directors...
i did an analysis and submitted to chancery court. hopefully it was helpful to VC Laster
excerpts of submittal
I would argue that an FDA approval for bavi could be years away (or never as many drugs fail) and as such, additional BOD members could be years away with the proposed settlement. Exhibit 1 is an email dated June 16, 2017 from Stephanie Diaz, Investor Relations for Peregrine, commenting on the current status of bavi as it relates to potential FDA approval.
I believe the company is lacking in the number of directors and the collective amount of experience in the biotechnology industry as compared to similar companies. In addition the “closeness” of the current director relationships and previous overlapping director experience provides poor optics for potential institutional investors and presents potential oversight issues. And the skillsets, contacts and experience that a well-diversified and experienced BOD could provide are needed now and not after the proverbial cow has left the barn (or died of obsolescence) .
Table One provides an analysis of 40 US based biotech companies. Based on an analysis of the companies listed whose market caps range from $173 mil to $323 mil, the average number of board members was 7.4 with a standard deviation of 1.5. The number of PPHM BOD members is over two standard deviations from the average or stated differently, over ninety eight percent (98%) of the companies in Table One have more BOD members.
As for relevant biotech or medical experience, Table Two provides a summary for the same forty biotech companies. The columns show the number the number of directors with relevant biotechnology experience/affiliation, medical education/advanced education (PhD or MD), an active biotech venture capital or consulting position, and University or Hospital Affiliation. Please keep in mind a particular director could have experience in multiple categories.
For the vast majority of companies, the BOD make-up was a balance of biotech industry experience whether it be other biotech/pharmaceutical companies, medical experience or biotech venture capital experience. In my analysis I did not count investment banking experience unless it was specifically relevant to the healthcare or biotechnology area. I believe Peregrine Pharmaceuticals BOD is sorely lacking in biotechnology experience as compared to the 40 company peer group. And I think it is safe to say that comparisons with a basket of forty different biotech companies would yield the same result.
Given the complexity and fluidity of the biotech industry, basic common sense tells me that the more tentacles and antennas out there, the better chance of success in an industry littered with failures. More directors with experience means more partnership deals negotiated, more institutional capital interactions, more drug development experience and more real time market intelligence. Having a broader based experienced BOD would probably result better decision making capability and a higher confidence level in senior management. Also, the broader experience is needed now, not a year or two down the road.