Lindsey Rolfe
About Lindsey Rolfe
Independent director since February 2024; age 57 as of May 1, 2025. Physician-executive with 20+ years in oncology drug development; former CMO of Clovis Oncology and currently CMO at 3B Pharmaceuticals. Education includes BSc Anatomy and Bachelor of Medicine and Surgery (University of Edinburgh), postgraduate internal medicine (MRCP), specialist accreditation in Pharmaceutical Medicine, and Fellowship of the UK Faculty of Pharmaceutical Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clovis Oncology, Inc. | Chief Medical Officer; previously SVP Clinical Development | CMO Aug 2015–Jun 2023; SVP from 2010 | Led development team securing Rubraca approvals in US/EU; responsible for pre/post‑marketing medical activities |
| Celgene Corporation | Senior oncology development roles | Not disclosed | Development leadership in oncology |
| Pharmion Corporation | Senior oncology development roles | Not disclosed | Development leadership in oncology |
| Cambridge Antibody Technology | Senior oncology development roles | Not disclosed | Development leadership in oncology |
| UCB Inc. | Senior oncology development roles | Not disclosed | Development leadership in oncology |
| Celltech Group plc | Senior oncology development roles | Not disclosed | Development leadership in oncology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 3B Pharmaceuticals GmbH | Chief Medical Officer | Since Jan 2024 | Current executive role |
| Atreca, Inc. (Nasdaq: BCEL) | Independent Director | Aug 2019–May 2024 | Prior public company board service |
Board Governance
- Class I director; nominated for re‑election at 2025 Annual Meeting for term ending 2028 .
- Independence: Board determined Dr. Rolfe is independent under Nasdaq rules; also independent for audit/comp/nom‑gov committee service .
- Committee assignments:
- Audit Committee member (Byrnes chair); Audit Committee reviews related‑party transactions; Rolfe signed the 2024 Audit Committee report .
- Compensation Committee member (LaPorte chair); mandates include CEO/senior officer/director pay, succession, consultant conflicts .
- Nominating & Corporate Governance Committee chair; oversees board composition and governance guidelines .
- Attendance: Board met 16x, Audit 4x, Compensation 6x in 2024; each director attended ≥75% of applicable meetings; Nom‑Gov met 0x in 2024 .
Fixed Compensation
| Item | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer (policy) | $30,000 | Approved Mar 25, 2024 | Paid quarterly in advance to non‑employee directors |
| Cash fees actually paid | $26,250 | FY 2024 | As reported in director compensation table |
| Non‑employee director comp limit | $1,000,000 ($1,500,000 if first appointed mid‑year) | Annual measurement period | Aggregate cash + grant date fair value cap under 2024 Plan |
Performance Compensation
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Status/Events |
|---|---|---|---|---|---|
| Mar 25, 2024 | Stock options | 1,125 | $177.00, reduced to $10.00 eff. Oct 1, 2024 | Time‑based; quarterly over 3 years | Option terms and repricing disclosed |
| Sep 30, 2024 | Stock options | 2,550 | Not disclosed | Performance‑based: 50% on FDA IND acceptance; 50% on ≥$1.5M financing | 1,275 vested Dec 2, 2024 (IND acceptance); 1,275 vested Feb 24, 2025 (financing) |
| Mar 4, 2025 | Stock options | 35,845 | Not disclosed | 50% vest at 12‑month anniversary; 50% performance‑based conditions | Granted to each non‑exec director |
Performance Metrics and Events
| Metric | Target | Outcome/Date |
|---|---|---|
| FDA acceptance of IND | Trigger for 50% vest of 2,550 options | Achieved; vest confirmed Dec 2, 2024 |
| Financing ≥$1.5M gross proceeds | Trigger for remaining 50% vest of 2,550 options | Achieved; vest confirmed Feb 24, 2025 |
- Clawbacks: Awards under the 2024/Amended Plan are subject to Board‑adopted clawback policy .
- Repricing authority: Plan permits repricing/cancellation‑for‑substitute awards with participant consent, without stockholder approval .
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|
| Atreca, Inc. | Independent Director | Aug 2019–May 2024 | Prior board; no current CERO overlap disclosed |
| Clovis Oncology, Inc. | CMO / SVP Clinical Development | 2010–Jun 2023 | Brian Atwood (current CERO Class II director) served on Clovis board Apr 2009–Jul 2023, indicating a historical network tie |
Expertise & Qualifications
- Medical training and credentials: MRCP; specialist accreditation in Pharmaceutical Medicine; Fellow of UK Faculty of Pharmaceutical Medicine .
- Oncology drug development: Led programs to approval (Rubraca) and managed pre/post‑marketing medical activities .
- Governance: Chairs Nom‑Gov; serves on Audit and Compensation committees; participates in audit reporting .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Composition | Pledging/Hedging |
|---|---|---|---|---|
| Lindsey Rolfe, M.D. | 7,498 shares | <1% | Shares issuable upon exercise of stock options exercisable within 60 days of May 1, 2025 | Company policy prohibits derivative transactions and pledging/hedging for directors/officers/employees |
Governance Assessment
- Strengths: Independent director; multi‑committee service including chairing Nom‑Gov; strong attendance; Audit Committee engagement and related‑party oversight; equity awards tied to tangible clinical/financing milestones; clawback coverage; prohibitions on hedging/pledging align incentives .
- Alignment: Modest personal beneficial ownership (<1%) but material at‑risk equity through options; performance‑conditioned vesting and time‑based vesting balance long‑term engagement with execution milestones .
- Potential signals/conflicts: Current executive role at 3B Pharmaceuticals (private) with no disclosed related‑party transactions; historical network tie with Atwood via Clovis may influence information flow—mitigated by independence and Audit Committee review of related‑party transactions .
- Watch items: Elevated use of option grants in 2025 (35,845 options) across non‑exec directors—monitor grant sizing relative to non‑employee director comp cap and evolving equity pool, and ensure performance conditions remain rigorous amid ongoing capital raises .