Matthew Ros
About Matthew E. Ros
Independent director since July 2019; age 58 as of April 22, 2025. Over 35 years in pharma/biotech across commercial, strategy, and operations; currently Chief Operating Officer at Verastem, Inc. (NASDAQ: VSTM) since January 2025. Education: B.S. (SUNY Plattsburgh) and Wharton Executive Education in Finance & Accounting for non-financial managers. Tenure on COGT Board: ~6 years as of mid-2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fore Biotherapeutics Inc. | Chief Executive Officer and Director | Apr 2022 – Aug 2023 | Led precision oncology clinical-stage company |
| Epizyme, Inc. | Chief Strategy & Business Officer; previously Chief Operating Officer | Sep 2018 – Oct 2021; May 2016 – Sep 2018 | Executive leadership in commercial/strategy at public biotech |
| Sanofi S.A. / Genzyme (Sanofi) | COO/Global Head Oncology; VP/Franchise Head (Pompe); AVP & Global Brand Leader (Iniparib) | Dec 2014 – May 2016; Sep 2012 – Dec 2014; Sep 2010 – Sep 2012 | Global oncology operations and rare disease leadership |
| ARIAD Pharmaceuticals | SVP, Commercial Operations | Oct 2007 – Jun 2010 | Commercial leadership in oncology |
| Bristol-Myers Squibb (Oncology) | Roles of increasing responsibility | 1990 – 2007 | Oncology commercial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verastem, Inc. (NASDAQ: VSTM) | Chief Operating Officer | Jan 2025 – Present | Operating executive role; no COGT committee chair overlaps |
Board Governance
- Independence: Board determined all directors except CEO are independent; Ros is independent .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Committee meeting cadence (2024): Audit (4), Nominating (4) .
- Attendance: Each current director attended ≥75% of Board and applicable committee meetings in 2024; all directors attended 2024 Annual Meeting .
- Leadership: Independent Chairman (Peter Harwin); independent directors meet in executive session at every regular Board meeting .
| Committee | Ros Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Todd Shegog | 4 |
| Compensation | Not a member | Arlene M. Morris | 6 |
| Nominating & Corporate Governance | Member | Karen Ferrante | 4 |
| Science & Technology | Not a member | Chris Cain | 4 |
Fixed Compensation
Director pay structure (unchanged in January 2025; targeted at 50th percentile of peer companies) :
- Annual board retainer: $45,000
- Committee retainers: Audit member $10,000; Nominating member $5,000 (chairs higher; not applicable to Ros)
- Non-executive Chair additional retainer: $35,000 (not applicable to Ros)
- Option to elect equity in lieu of cash fees; options fully vested on grant if elected; 10-year expiry
2024 compensation for Ros:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 60,000 | Matches $45k board + $10k Audit + $5k Nominating |
| Option Awards (grant-date fair value) | 289,562 | Annual director option grant program |
| Total | 349,562 | — |
Mix (2024): Cash 17% (=$60k/$349,562), Equity 83% (=$289,562/$349,562) .
Performance Compensation
Director equity program (non-employee directors):
- Initial option grant at onboarding: 89,400 shares; vests monthly over 3 years .
- Annual option grant: 44,700 shares; vests fully by first anniversary or next annual meeting .
- Directors can elect unrestricted shares or fully vested options in lieu of cash fees .
| Performance Metric | Weight/Target | Outcome/Link to Director Pay |
|---|---|---|
| None disclosed for directors | N/A | Director equity is time-based; no director PSUs or performance metrics reported |
Other Directorships & Interlocks
| Company | Public/Private | Role | Period |
|---|---|---|---|
| Fore Biotherapeutics Inc. | Not disclosed as public in proxy | Director (also CEO) | Apr 2022 – Aug 2023 |
- No other public company directorships for Ros disclosed. Fairmount-affiliated directors (Chris Cain, Peter Harwin) sit on COGT Board and Fairmount is a significant shareholder; Ros is not affiliated with Fairmount .
Expertise & Qualifications
- Executive expertise in commercial operations, oncology strategy, and business operations at large-cap and mid-cap biopharma .
- Financial literacy: All Audit Committee members are “financially literate” under Nasdaq rules .
- Education: B.S.; Wharton Executive Program in Finance and Accounting .
Equity Ownership
Beneficial ownership as of April 14, 2025:
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Matthew E. Ros | 243,160 (options exercisable within 60 days) | <1% (*) |
Outstanding director options (as of Dec 31, 2024):
| Director | Outstanding Options (#) |
|---|---|
| Matthew E. Ros | 243,160 |
Policies:
- Hedging prohibited; derivatives and short sales prohibited .
- No mention of director stock ownership guidelines in proxy; not disclosed .
Insider filings:
| Item | Detail |
|---|---|
| Section 16(a) delinquency | One Form 4 reporting one transaction filed late for Ros in 2024 due to administrative error |
Governance Assessment
- Strengths: Independent director with seasoned operating experience; Audit and Nominating membership supports board oversight and succession; strong attendance (≥75%); equity-heavy director pay aligns with shareholder value creation; robust anti-hedging policy; independent chair and regular executive sessions .
- Potential risks/flags:
- Minimal “skin-in-the-game” in common shares; beneficial ownership consists of options; ownership <1%—typical for small/mid-cap biotech directors but reduces immediate alignment via common equity .
- One late Form 4 (administrative), a minor compliance blemish; monitor future timeliness .
- External operating role (COO at Verastem) raises time commitment considerations; Board guidelines limit outside public boards; Ros is within limits and directors are expected to notify before adding roles .
- Shareholder sentiment: 2024 say-on-pay support at 91%, indicating general confidence in compensation governance; not directly about director pay but reflects overall governance environment .
Appendix: Director Compensation Program Details (COGT)
| Fee Type | Amount ($) |
|---|---|
| Board annual retainer (non-employee) | 45,000 |
| Audit Committee chair/member | 20,000 / 10,000 |
| Nominating Committee chair/member | 10,000 / 5,000 |
| Science Committee chair/member | 15,000 / 7,500 |
| Equity: Initial option grant (new directors) | 89,400; vests monthly over 3 years |
| Equity: Annual option grant (continuing directors) | 44,700; vests in full within ~1 year |
| Equity in lieu of cash | Unrestricted shares at fair value or fully vested options per Black-Scholes |
Notes:
- Board independence and committee composition detailed in Corporate Governance section .
- Related party transactions involve certain large holders; Ros not identified in related transactions .