Donna Grogan, M.D.
About Donna Grogan, M.D.
Independent Class II director at C4 Therapeutics since August 2022; age 68 as of April 22, 2025. Principal of Grogan Consulting, LLC, with prior Chief Medical Officer roles at Clementia Pharmaceuticals (acquired by Ipsen in 2019), HealthCare Ventures portfolio companies (Anexon, Apofore, DecImmune), and FoldRx (acquired by Pfizer in 2010). Education: B.A. College of the Holy Cross; M.S. University of Illinois College of Medicine. Currently chairs the Science & Technology Committee and serves on the Organization, Leadership & Compensation Committee; deemed independent by the Board.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Clementia Pharmaceuticals, Inc. | Chief Medical Officer | Sep 2013 – Jun 2019 | Company acquired by Ipsen (Apr 2019). |
| FoldRx Pharmaceuticals | CMO & SVP Clinical Development | Feb 2007 – Aug 2011 | Company acquired by Pfizer (Oct 2010). |
| HealthCare Ventures portfolio cos. (Anexon, Apofore, DecImmune) | Chief Medical Officer | Prior to 2013 | Portfolio CMO roles. |
| Sepracor (Sunovian) and Astra Pharmaceuticals | Medical/clinical roles | Prior to 2007 | Roles of increasing responsibility. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grogan Consulting, LLC | Principal | Current | Drug development, regulatory strategy, trial design, data interpretation. |
| Momenta Pharmaceuticals, Inc. | Director | Until Oct 2020 | Served until J&J acquisition. |
| Other public company boards | — | — | Number of other public company boards: 0. |
Board Governance
| Item | Detail |
|---|---|
| Committees | Science & Technology Committee (Chair); Organization, Leadership & Compensation Committee (Member). |
| Committee meeting cadence (2024) | STC: 4 meetings; OLCC: 6 meetings. |
| Independence | Board determined all directors except CEO are independent; Grogan is independent. |
| Attendance | Each director attended ≥75% of aggregate Board and committee meetings served in 2024; all directors attended the 2024 annual meeting. |
| Board class/term | Class II; term expired at 2025 annual meeting; nominated for re‑election to serve until 2028. |
| Executive sessions | Independent directors meet in executive session at least annually per guidelines. |
| Board structure | Classified board; Board asserts long‑term alignment rationale. |
Fixed Compensation
| Component | Amount/Policy |
|---|---|
| 2024 Fees Earned or Paid in Cash | $55,000; elected to receive in unrestricted shares (10,764 shares). |
| Board annual cash retainer (non-employee) | $40,000 (2024 and 2025). |
| Committee chair/member retainers (2024 → 2025) | OLCC Chair: $10,000 → $12,000; OLCC Member: $5,000 → $6,000; STC Chair: $10,000 → $12,000; STC Member: $5,000 → $6,000; NCGC Chair: $8,000 → $10,000; NCGC Member: $6,000 → $5,000; Audit Chair: $15,000; Audit Member: $7,500; Board Chair add’l: $30,000; Lead Independent Director add’l: $25,000. |
Performance Compensation
| Component | Donna Grogan (2024) |
|---|---|
| Option awards (grant-date fair value) | $131,625. |
| Options outstanding (12/31/2024) | 99,700. |
| Equity award structure (policy) | Initial director option: 65,000 shares; vests 33% at 1st anniversary, remainder quarterly over 2 years; exercise price at FMV. |
| Annual director option | 32,500 shares in 2024; up to fair value cap; vests fully by earlier of 1 year or next annual meeting. |
Vesting schedules are time-based; no performance-conditioned director equity disclosed.
Other Directorships & Interlocks
| Company | Sector/Relationship | Potential Interlock/Conflict |
|---|---|---|
| None current (public) | — | No current public interlocks disclosed. |
| Momenta Pharmaceuticals (prior) | Biopharma | Prior board (ended 2020) – no current interlock. |
Expertise & Qualifications
- Medical and clinical development leadership across multiple biopharma companies; strong R&D oversight credentials.
- Demonstrated board governance and industry expertise; skills matrix lists industry, R&D, operations, governance.
- Educational grounding in medicine/science (B.A., M.S.).
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership | 138,529 shares; less than 1% of shares outstanding (71,007,083). |
| Options outstanding (12/31/2024) | 99,700. |
| Shares received in lieu of cash fees (2024) | 10,764 shares (for $55,000 fees). |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Company stock. |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | All directors timely filed required reports; one late Form 4 noted for Chief Accounting Officer (not a director). |
Governance Assessment
- Strengths: Independent director; chairs STC with four meetings in 2024, indicating engaged technical oversight of R&D; serves on OLCC overseeing pay and recovery policy; attended ≥75% of meetings; chose equity (unrestricted shares) in lieu of cash, signaling alignment; hedging/pledging prohibited; Board amended plan in Oct 2024 to require stockholder approval for any future option repricing.
- Pay structure: Director compensation mix is predominantly equity (2024 option award fair value $131,625 vs. $55,000 fees), with time-based vesting; no director performance metrics or PSUs disclosed.
- Shareholder signals: 2024 say‑on‑pay received ~74% support; ongoing stockholder engagement cited.
- RED FLAGS / watch items: Classified board (potential entrenchment risk though Board provides rationale); March 2024 option repricing applied to employees (not directors) may be viewed negatively by some investors, mitigated by later amendment requiring stockholder approval for future repricing; no director-specific stock ownership guidelines disclosed in proxy.
Related‑party transactions: None above threshold since Jan 1, 2023; Audit Committee oversees related‑party approvals.