Bruce Polsky
About Bruce W. Polsky, MD, MACP, FIDSA
Independent director at Atea Pharmaceuticals since 2014; age 71; BS (University of Michigan) and MD (Wayne State University). Board-certified in internal medicine and infectious diseases; brings leading clinical virology expertise and frontline physician perspective to oversight of antiviral R&D and commercialization. Committees: Compensation; Strategy and Public Policy. Nasdaq independence affirmed for Polsky; Board met five times in 2024 and each director attended at least 75% of aggregate Board and committee meetings. Nominated for re-election as a Class II director at the June 20, 2025 meeting (term through 2028).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYU Langone Hospital – Long Island | Chair, Department of Medicine | 2015–present | Operational leadership of Medicine; oversight of clinical programs relevant to infectious disease care |
| NYU Grossman Long Island School of Medicine | Professor and Chair, Department of Medicine; Associate Dean | 2019–present | Academic leadership; curriculum and physician training in infectious disease |
| Stony Brook University School of Medicine | Professor of Medicine | 2017–2019 | Faculty leadership |
| Mount Sinai St. Luke’s & Mount Sinai Roosevelt Hospitals | Chair, Department of Medicine; Senior Attending (Medicine/Lab Medicine) | 2009–2015 | Hospital leadership; clinical operations |
| Icahn School of Medicine at Mount Sinai | Professor of Medicine and Pathology | 2014–2015 | Cross-disciplinary governance of clinical virology |
| Columbia University College of Physicians and Surgeons | John H. Keating Sr. Professor of Clinical Medicine | 2009–2013 | Senior clinical leadership |
| St. Luke’s–Roosevelt Hospital Center | Medical Director, Clinical Virology Lab (Pathology & Lab Medicine) | 1998–2013 | Led clinical virology laboratory; antiviral research |
| St. Luke’s–Roosevelt Hospital Center | Chief, Division of Infectious Diseases | 1998–2012 | Division leadership; patient care and research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NYU Langone Hospital – Long Island | Chair, Department of Medicine | 2015–present | Current leadership role |
| NYU Grossman Long Island School of Medicine | Professor/Chair; Associate Dean | 2019–present | Current academic leadership |
| Other public company boards (past 5 years) | — | — | None |
Board Governance
- Committee assignments: Compensation Committee (member); Strategy and Public Policy Committee (member). Compensation Committee met 4x in 2024; Strategy and Public Policy met 1x in 2024. Polsky is not a committee chair.
- Independence and attendance: Board affirmed Polsky’s Nasdaq independence; Board met five times in 2024 and each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- Board structure: Classified board; Polsky is Class II, nominated for re-election June 20, 2025 to serve until 2028; Board size to increase to nine after meeting.
- Governance practices: Independent lead director; executive sessions of independent directors; anti-hedging and anti-pledging policy.
Fixed Compensation (Director Program and Actuals)
| Compensation Type | Amount Prior to June 20, 2024 | Amount as of June 20, 2024 |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | $45,000 |
| Compensation Committee – Member fee | $7,500 | $7,500 |
| Strategy & Public Policy Committee – Member fee | $10,000 | $10,000 |
| Committee Chair fees (for context; Polsky is not chair) | Audit: $20,000; Compensation: $15,000; NCG: $10,000; SPP: $20,000 | Audit: $20,000; Compensation: $15,000; NCG: $10,000; SPP: $20,000 |
| Polsky – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $60,208 |
| Stock awards (RSUs; grant-date fair value) | $101,824 |
| Option awards (grant-date fair value) | $92,490 |
| Total | $254,522 |
Performance Compensation (Equity Awards and Terms)
| Item | Detail |
|---|---|
| 2024 Annual RSU grant (Polsky) | 29,600 RSUs granted on 6/21/2024; grant-date fair value $101,824 (=$3.44 per RSU) |
| 2024 Annual option grant (Polsky) | 41,200 stock options granted on 6/21/2024; grant-date fair value $92,490 ($2.24 per option); exercise price $3.44 |
| Vesting – annual director options | 12 equal monthly installments; 10-year term; FMV strike at grant |
| Vesting – annual director RSUs | Single installment on earlier of first anniversary or next annual meeting after grant |
| Change-in-control treatment | All outstanding initial and annual director awards vest in full immediately prior to a change in control (single trigger for directors) |
Other Directorships & Interlocks
| Company | Role | Committee roles |
|---|---|---|
| None (past five years) | — | — |
Expertise & Qualifications
- Infectious diseases physician; board certified; extensive antiviral clinical and laboratory research background; enhances oversight of late-stage HCV program and clinical trial design.
- Major academic/hospital leadership (chair roles and associate dean) aligning clinical strategy with development priorities; adds prescriber and patient perspective critical for antiviral market strategy.
Equity Ownership
| As-of Date | Shares Owned Directly/Indirectly (#) | RSUs vesting within 60 days (#) | Options exercisable within 60 days (#) | Total Beneficial Ownership (#) | Ownership % |
|---|---|---|---|---|---|
| April 22, 2025 | 65,606 | 29,600 | 388,239 | 483,445 | <1% (“*”) of 85,579,475 shares outstanding |
- Anti-hedging and anti-pledging: Directors prohibited from hedging or pledging company stock.
- Stock ownership guidelines for directors: Not disclosed in proxy; skip.
Governance Assessment
- Alignment and independence: Polsky is Nasdaq-independent, actively serves on Compensation and Strategy & Public Policy; Board uses independent consultant (Aon) with no conflicts to advise pay; attendance thresholds met. These factors support effective oversight of pay-for-performance and clinical strategy.
- Ownership and incentives: Holds 483,445 beneficial shares including sizable options exposure (388,239 exercisable within 60 days), aligning incentives with equity appreciation; anti-hedging/pledging policy strengthens alignment.
- Committee effectiveness: Compensation Committee met 4x; SPP met 1x in 2024; Polsky’s clinical expertise is relevant to SPP’s remit on strategy/public policy and to compensation decisions tied to R&D milestones for executives.
- Related party/conflicts: Proxy details related person transaction controls overseen by Audit Committee; no related-party transactions disclosed for Polsky.
- Board structure context: Classified board could reduce responsiveness to shareholders; CEO chairs the board, mitigated by an independent lead director and regular executive sessions of independent directors.
RED FLAGS
- Single-trigger immediate vesting of director equity upon change-in-control (can be viewed as shareholder-unfriendly relative to double-trigger).
- Classified board structure (may entrench incumbents and elongate response time to shareholder concerns).