Robert Gagnon
About Robert Gagnon
Robert E. Gagnon, 51, has served as an independent director of Bone Biologics (BBLG) since January 8, 2024. He is currently CFO of Remix Therapeutics (since March 2023), and previously held senior finance roles at Verastem Oncology, Harvard Bioscience, Clean Harbors, Biogen Idec, Deloitte, and PwC. He holds an MBA from MIT Sloan and a BA in Accounting from Bentley College; he is designated by BBLG’s board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Remix Therapeutics | Chief Financial Officer | Mar 2023–present | Clinical-stage biotech CFO experience supports audit/risk oversight |
| Verastem, Inc. | Chief Financial Officer; Chief Business Officer | Aug 2018–Oct 2022 (CFO); Jun 2019–Oct 2022 (CBO) | Capital raising and commercial planning; public company governance |
| Harvard Bioscience, Inc. | Chief Financial Officer | Nov 2013–Aug 2018 | Public company finance leadership |
| Clean Harbors, Inc. | EVP, CFO & Treasurer | 2012–2013 | Large-cap finance & controls |
| Biogen Idec, Inc. | Chief Accounting Officer & Controller | Prior to 2012 | SOX/internal control expertise |
| Deloitte & Touche; PwC | Senior positions | Prior to Biogen | Audit/accounting foundation |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Verastem Oncology | Director | Oncology | Current public company directorship |
| Purple Biotech Ltd. | Director | Oncology | Current public company directorship |
Board Governance
- Independence: The board determined Gagnon is independent under Nasdaq/SEC rules. In 2025, all four directors were independent; in 2024, Gagnon, Stroever, and Angle were independent (Hankey was non‑independent chair and later resigned).
- Committee assignments and chair roles:
- Audit Committee: Chair (members: Stroever, Gagnon (Chair), Angle).
- Compensation Committee: Member (Chair: Stroever).
- Nominating & Corporate Governance Committee: Member (Chair: Angle).
- Audit committee financial expert: The board designated Gagnon as the audit committee financial expert.
- Attendance: Each director attended 75% or more of board and applicable committee meetings; the board met 9 times in FY2024 (4 times in FY2023).
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $30,000 | Aligns with $25,000 independent director retainer plus $5,000 audit chair retainer under policy |
Director cash fee policy:
- Annual board service retainer: $25,000 for independent directors; $35,000 for board chair.
- Committee chair retainers: $5,000 each for Audit, Compensation, and Corporate Governance chairs.
Performance Compensation
| Year | Option Awards (Grant Date Fair Value, USD) | Vesting | Strike/Term Policy |
|---|---|---|---|
| 2024 | $62,034 | Annual grants vest in four equal quarterly installments over one year | Options have a 10-year term with strike = 100% FMV at grant under policy |
Equity award policy highlights:
- Initial grant for new independent directors: Nonstatutory stock option to purchase 9 shares; vests at next annual meeting.
- Annual grant: Nonstatutory stock option with option value targeted at $50,000; vests quarterly over one year.
- Clawback: Awards subject to recoupment per applicable laws/listing requirements.
Other Directorships & Interlocks
| Company | Industry Overlap with BBLG | Interlock/Conflict Notes |
|---|---|---|
| Verastem Oncology | Low (oncology therapeutics vs orthobiologics) | No related-party transactions disclosed involving Gagnon; risk of sector overlap minimal |
| Purple Biotech Ltd. | Low (oncology therapeutics vs orthobiologics) | No related-party transactions disclosed involving Gagnon |
Expertise & Qualifications
- Financial leadership across public biopharma/life sciences and industrials; deep SOX/internal controls and SEC reporting experience.
- MBA (MIT Sloan), BA Accounting (Bentley); audit/accounting pedigree from Deloitte & PwC.
- Audit committee financial expert designation at BBLG.
Equity Ownership
| As-Of Date | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Jul 19, 2024 | 8,015 | <1% | Includes 8,015 shares underlying options exercisable within 60 days |
| Apr 11, 2025 | 23,371 | <1% | Includes 23,371 shares underlying options exercisable within 60 days |
| Dec 31, 2024 (options outstanding table) | 38,728 options outstanding | — | Director options balance (not all necessarily currently exercisable) |
- Anti-hedging: Company prohibits hedging transactions by directors/officers/employees.
- Pledging: No specific disclosure; no pledges reported for Gagnon.
- Ownership guidelines: Not disclosed. (No item presented due to lack of disclosure.)
Governance Assessment
- Strengths
- Independent director with audit chair role and formal “financial expert” designation; brings multi-company CFO and audit background.
- Committee coverage across audit, compensation, and nom-gov; chairing audit enhances oversight of reporting and controls.
- Director equity and cash structure is modest; cash fees appear to reflect policy alignment (retainer + chair fee).
- Clawback policy and anti-hedging in place; indemnification agreements for directors standard.
- Shareholder support for compensation program: 2024 say-on-pay passed with 204,831 “for” vs 18,847 “against” (~91.6% of votes cast).
- Risks/Red Flags
- Ownership alignment appears limited: beneficial ownership <1%, largely via options; minimal direct common share ownership.
- Equity plan permits option repricing/cancel-regrant (shareholder-unfriendly if misused); evergreen feature allows annual share reserve increases up to 5%.
- No formal written related-party transaction review policy (board reviews ad hoc); increases process risk, though no related-party transactions reported.
- Nasdaq listing deficiency (minimum bid price) and reverse-split authorization reflect capital market risk context; board may face dilution/financing tradeoffs.
- Attendance disclosure only confirms ≥75%, not full attendance; many committee actions via unanimous written consent, potentially limiting live discussion.
Supplemental: Board & Shareholder Votes (Signals)
| Proposal (2024 Annual Meeting) | Result | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| Election of Directors (incl. Gagnon) | Elected | 216,554 | 8,837 | — | 411,451 |
| Say-on-Pay | Approved | 204,831 | 18,847 | 1,713 | 411,451 |
Notes on Compensation Structure
| Policy Element | Detail |
|---|---|
| Annual cash retainer | $25,000 for independent directors; $35,000 for board chair |
| Committee chair fees | $5,000 per committee chair (Audit, Compensation, Corporate Governance) |
| Annual equity grant | Options with option value targeted at $50,000; vest quarterly over one year; 10-year term; strike at FMV on grant date |
| Initial equity grant | 9-share nonstatutory stock option; vests at next annual meeting |
| Non-employee director cap | Total annual value (cash + equity) capped at $400,000 unless exceptional circumstances; recipient cannot participate in decision |
Related-Party Transactions
- Company disclosure states no transactions requiring Item 404(a) disclosure involving directors/officers (including Gagnon) since January 1, 2023; board conducts case-by-case review without a formal written policy.
Summary Implications for Investors
- Gagnon’s audit leadership and “financial expert” status bolster reporting integrity; independence and multi-sector CFO background are positives for controls and capital strategy.
- Ownership alignment is modest (<1%) and option-heavy; equity plan repricing authority and evergreen feature warrant monitoring for dilution/shareholder friendliness.
- Strong shareholder support on say-on-pay in 2024 is a positive signal, but broader listing/compliance risks (reverse split) frame a challenging capital markets backdrop.