Richard E. Buller
About Richard E. Buller
Richard E. Buller, M.D., Ph.D., age 75, has served as an independent director of Celcuity since December 2019. He is a physician-scientist with deep oncology drug development and translational medicine experience, including senior leadership roles at Pfizer (Head Oncology Clinical Development and VP Translational Oncology), Exelixis (VP Translational Medicine), and GlaxoSmithKline, plus a prior academic post as Professor of Gynecologic Oncology at the University of Iowa; he earned both his M.D. and Ph.D. in cell biology from Baylor College of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Head Oncology Clinical Development; VP, Translational Oncology | Until retirement in 2016 | Led oncology clinical development and translational programs; participated in development of 15 drugs and several companion diagnostics approved by FDA |
| Exelixis | Vice President, Translational Medicine | Not disclosed | Led inclusion of molecularly selected patients in Ph2/Ph3 trials |
| GlaxoSmithKline | Director, Oncology Medicine Development Center | Not disclosed | Oncology medicine development leadership |
| University of Iowa | Professor of Gynecologic Oncology | Not disclosed | Led laboratory research on genomic variants in ovarian cancer |
External Roles
| Organization | Board/Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy lists public-company directorships for nominees; none are disclosed for Dr. Buller in the past five years . |
Board Governance
- Independence: The Board determined Dr. Buller is independent under Nasdaq rules; it considered the possibility of consulting arrangements given his translational medicine expertise, but no consulting fees were paid in 2024 and independence was affirmed .
- Committees: Member, Compensation Committee (with Dalvey, Furcht, Murphy) ; Member, Nominating & Corporate Governance Committee (with Furcht, Nigon) .
- Chair roles: No chair positions for Dr. Buller are disclosed; Audit Committee is chaired by Richard J. Nigon .
- Attendance and engagement: In 2024, the Board met 5 times; Audit met 5, Compensation 4, Nominating & Governance 1; all directors attended at least 75% of Board and committee meetings; Audit held one executive session in 2024; all seven directors attended the 2024 annual meeting .
- Leadership structure: CEO Brian Sullivan serves as Chairman; the Board has no Lead Independent Director at present .
Fixed Compensation
| Component | Policy (May 2024–Apr 2025) | 2024 Actual for Buller | Notes |
|---|---|---|---|
| Annual cash retainer | $30,000, payable quarterly | $27,500 | Paid $6,250 per quarter for two quarters and $7,500 per quarter for two quarters in 2024 |
| Expense reimbursement | Reasonable out-of-pocket expenses | Not disclosed | Standard director policy |
Performance Compensation
| Grant Type | Grant Date | Quantity | Fair Value | Exercise Price | Vesting | Term |
|---|---|---|---|---|---|---|
| Restricted Stock | Jun 4, 2024 | 1,079 shares | $16,000 | — | 100% on Apr 30, 2025 | — |
| Stock Option | Jun 4, 2024 | 6,522 options | $64,000 | $14.83/share | 100% on Apr 30, 2025 | 10 years |
| Annual equity policy | — | Grant-date value $80,000 | — | — | Director’s election of RS, options, or combination | — |
Performance metrics linked to director pay: None disclosed for directors; annual equity is time-based, not performance-conditioned .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict |
|---|---|---|---|
| None disclosed | Public company | — | No interlocks with CELC competitors/suppliers/customers disclosed for Dr. Buller . |
Expertise & Qualifications
- Oncology drug and diagnostic development expertise; participated in development of 15 drugs and several FDA-approved companion diagnostics .
- Senior pharma leadership in clinical development and translational medicine at Pfizer, Exelixis, GSK .
- Academic research leadership in gynecologic oncology and genomics at University of Iowa .
- M.D. and Ph.D. (cell biology) from Baylor College of Medicine .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 62,092 shares | Includes shares plus rights exercisable within 60 days |
| Percent of outstanding | <1% | Based on 37,839,392 shares outstanding at Mar 17, 2025 |
| Options held (aggregate) | 54,332 options | Aggregate options as of Dec 31, 2024 |
| Restricted stock held | 7,760 shares | As of Dec 31, 2024 |
| Rights exercisable within 60 days | 54,332 shares | Included in beneficial ownership calculation |
| Hedging/pledging policy | Prohibited for directors | Company’s insider trading policy prohibits pledging and hedging by directors |
| Ownership guidelines | Not disclosed | No director stock ownership guideline disclosed in the proxy |
Governance Assessment
- Committee contributions: Active on Compensation and Nominating & Governance—both key to pay design, board refreshment, and governance practices; composition of both committees is fully independent, supporting board effectiveness .
- Independence with potential consulting: The Board explicitly reviewed potential consulting fees for Dr. Buller; none were paid in 2024, and independence was maintained—good disclosure but continued monitoring warranted for conflict risk if consulting commences .
- Alignment: Annual director equity grants ($80,000 policy) and Buller’s mix of RS/Options tie director compensation to shareholder outcomes; his beneficial ownership includes options exercisable within 60 days, indicating some “skin in the game,” though <1% overall ownership .
- Attendance/engagement: Board/committees met regularly in 2024; all directors met the 75% attendance threshold; Audit held executive sessions—favorable engagement signals .
- RED FLAGS: Combined CEO/Chair, and a family relationship between CEO Sullivan and CSO/Director Laing (brother-in-law), with no Lead Independent Director—this elevates governance risk and increases the importance of strong independent committee oversight . Director awards accelerate upon corporate transactions (non-employee director awards vest in full), which can be shareholder-unfriendly in some scenarios—investors may consider this in change-in-control assessments .