Anthony Rosenberg
About Anthony Rosenberg
Anthony Rosenberg, age 71, has served on Cullinan Therapeutics’ board since August 2017 and as independent Chair since April 2020. He is currently CEO of TR Advisory Services GmbH and previously served as Managing Director at MPM Capital (2015–2020) and Corporate Head of M&A and Licensing at Novartis (2012–2015). He holds a B.Sc. from the University of Leicester and an M.Sc. in Physiology from the University of London . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TR Advisory Services GmbH | Chief Executive Officer | Current | Advises on BD, licensing, M&A |
| MPM Capital LLC | Managing Director | Apr 2015–Apr 2020 | Life sciences investing/network |
| Novartis AG | Corporate Head of M&A & Licensing | Jan 2012–Feb 2015 | Global BD, licensing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| argenx SE | Director | Current | Public company directorship |
| Nuclidium AG | Director | Current | Board role |
| Oculis Holding AG | Director | Current | Public company directorship |
| Radius Health, Inc. | Director | Prior | Former public company board |
Board Governance
- Board leadership: Independent Chair since April 2020; CEO and Chair roles are separated, which the board considers governance best practice .
- Independence: All directors except CEO Nadim Ahmed are independent under Nasdaq/SEC rules .
- Attendance and engagement:
- Board met 5 times in 2024; each director attended ≥75% of board and committee meetings .
- Audit Committee met 4 times (members: Meek, Rosenberg, Webster; Chair: Webster; Webster is audit committee financial expert) .
- Compensation Committee met 5 times (members: Rosenberg, Ryan, Webster; Chair: Rosenberg) .
- Nominating & Corporate Governance Committee met 6 times (members: Martin, Rosenberg, Webster; Chair: Martin) .
- Executive sessions: Independent directors meet at least annually in executive session .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | David Meek; Anthony Rosenberg; Stephen Webster | Stephen Webster | 4 |
| Compensation | Anthony Rosenberg; David P. Ryan, M.D.; Stephen Webster | Anthony Rosenberg | 5 |
| Nominating & Corporate Governance | Anne‑Marie Martin, Ph.D.; Anthony Rosenberg; Stephen Webster | Anne‑Marie Martin, Ph.D. | 6 |
Fixed Compensation
| Year | Fees Earned (Cash) | Option Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| 2024 | $93,549 | $164,864 | $258,413 |
Non‑Employee Director Compensation Policy (effective Dec 31, 2024; updated Feb 2025):
- Cash retainers (pre‑update): Board Member $40,000; Non‑exec Chair add’l $33,000; Audit Chair $15,000 / Member $7,500; Compensation Chair $10,000 / Member $5,000; Nominating Chair $10,000 / Member $5,000 .
- Equity: Initial option grant fair value $275,000; Annual option grant fair value $165,000; vesting as disclosed; accelerates upon Company sale .
- Feb 2025 increases: Initial option grant to $359,000; Annual option grant to $215,000; Non‑exec Chair add’l retainer to $35,000; Audit Chair $20,000 / Member $10,000; Compensation Chair $12,000 / Member $6,000 (effective Feb 2025) .
| Component | 2024 Amount | Feb 2025 Update |
|---|---|---|
| Board member annual cash retainer | $40,000 | — |
| Non‑exec Chair add’l cash retainer | $33,000 | $35,000 |
| Audit Chair / Member | $15,000 / $7,500 | $20,000 / $10,000 |
| Compensation Chair / Member | $10,000 / $5,000 | $12,000 / $6,000 |
| Nominating Chair / Member | $10,000 / $5,000 | $10,000 / $5,000 |
| Initial equity option grant (fair value) | $275,000 | $359,000 |
| Annual equity option grant (fair value) | $165,000 | $215,000 |
Performance Compensation
- Directors receive time‑based stock options (no performance metrics disclosed for director equity grants); annual grants vest in full by the next annual meeting or first anniversary; initial grants vest over three years .
- Compensation Committee oversees the Company clawback policy (applies to incentive compensation) .
| Performance Metric | Applies to Director Pay? | Source |
|---|---|---|
| TSR/Revenue/EBITDA goals | No metrics disclosed for directors; equity awards are time‑based options |
Other Directorships & Interlocks
- Network ties: Former Managing Director at MPM Capital; Dr. Ryan is an advisor to MPM and BioImpact (affiliate of UBS Oncology Impact Fund) . UBS Oncology Impact Fund L.P is a >5% shareholder; Foundations affiliated with UBS fund receive low single‑digit royalties from certain Cullinan subsidiaries under historical agreements (Amber, Florentine, MICA) .
- Related‑party policy: Audit Committee reviews and approves any related‑person transactions over $120,000; none involving directors reported since Jan 1, 2023 beyond disclosed arrangements .
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| MPM Capital LLC | Rosenberg former MD (2015–2020); Dr. Ryan advisor to MPM/BioImpact | Network proximity; Board affirms independence; related‑party transactions governed by policy |
| UBS Oncology Impact Fund L.P | >5% shareholder | Affiliates receive royalties from certain subs; disclosed; policy oversight by Audit Committee |
Expertise & Qualifications
- Deep M&A/licensing expertise (Novartis Corporate Head of M&A & Licensing), life sciences investing (MPM), and BD advisory (TR Advisory) .
- Academic credentials: B.Sc. University of Leicester; M.Sc. Physiology University of London .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Common Shares Held | Options Exercisable ≤60 days |
|---|---|---|---|---|
| Anthony Rosenberg | 295,611 | <1% | 45,002 | 250,609 |
Additional equity detail:
- Outstanding options at 12/31/2024: 266,415 shares subject to option awards (company‑wide director table) .
- Insider trading policy prohibits derivative transactions and pledging/hedging by directors .
Insider Trades
| Filing Date | Form | Description | Link |
|---|---|---|---|
| Jun 16, 2025 | Form 4 | Statement of changes in beneficial ownership (document date Jun 12, 2025) | |
| Jun 27, 2024 | Form 4 | Statement of changes in beneficial ownership | |
| Jun 23, 2022 | Form 4 | Statement of changes in beneficial ownership | |
| Jan 7, 2021 | Form 3 | Initial filing by director |
Note: The company reports all Section 16(a) requirements were satisfied in 2024 .
Governance Assessment
-
Strengths
- Independent Chair with significant BD/M&A expertise; separation of Chair/CEO roles supports oversight .
- Active committee leadership: chairs Compensation; serves on Audit and Nominating; Compensation Committee oversees clawback policy .
- Director equity is option‑based with time‑based vesting, aligning with long‑term shareholder value; no pledging/hedging permitted .
- Attendance threshold met; board and committees met regularly (Board 5; Audit 4; Compensation 5; Nominating 6 in 2024) .
-
Risks/Watch items
- Interlocks/network: prior senior role at MPM, with affiliates (BioImpact/UBS fund) tied to >5% holder/royalty agreements; board affirms independence, and related‑party transactions are governed by policy; continue monitoring for conflicts in licensing/M&A decisions .
- Option‑heavy director pay may incentivize risk‑seeking; however, time‑based vesting and Audit/Comp Committee oversight mitigate excessive risk .
- Attendance disclosed at “≥75%” rather than 100%; no individual shortfalls reported .
Overall signal for investor confidence: Governance structure and independence are solid, with robust committee activity and clear policies (clawbacks, hedging/pledging). The MPM/UBS network ties warrant continued oversight, but disclosures and policies suggest appropriate mitigation at present .