Alan Holmer
Corbus Pharmaceuticals HoldingsAbout Alan Holmer
Independent director at Corbus Pharmaceuticals (CRBP) since 2014; served as Chairman of the Board until May 15, 2025, when the Board appointed Rachelle Jacques as Chair and Mr. Holmer remained on the Board . Age 75; education includes an A.B. from Princeton University and a J.D. from Georgetown University Law Center . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharmaceutical Research and Manufacturers of America (PhRMA) | President & CEO | 1996–2005 | Led industry association representing pharma/biotech |
| Inspire Pharmaceuticals, Inc. | Director | 2005–2007; 2009–2011 (until acquisition by Merck) | Served on Corporate Governance, Audit, and Drug Development Committees |
| U.S. Government (USTR, Commerce Dept., White House) | Deputy U.S. Trade Representative (Ambassador rank) and other roles | Various years | Legal, international trade, governmental issues expertise |
| U.S. Treasury | Special Envoy for China and the Strategic Economic Dialogue | 2007–2009 | Senior diplomatic/economic liaison |
| Sidley & Austin (now Sidley Austin LLP) | Partner | Prior to 2012 | Legal practice leadership |
| Steptoe & Johnson LLP | Associate | Prior to Sidley | Legal practice |
| Smith, Currie & Hancock LLP | Special Counsel (Washington, D.C.) | 2012–2016 | Counsel role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cystic Fibrosis Foundation (Metro Washington, D.C. Chapter) | Chairman of the Board | 2009–2018 | Community leadership |
| President’s Advisory Council on HIV/AIDS | Co-Chairman | Unspecified | National public health advisory role |
Board Governance
- Current role: Director; Board Chair transitioned to Rachelle Jacques effective May 15, 2025; Holmer remains on Board .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance in 2024–2025 (Audit: Jacques/Jenkins/Kung; Compensation: Altmeyer/Ben/Jenkins; Nominating: Ben/Jacques/Salzmann) .
- Independence: Board determined Holmer is independent under Nasdaq and SEC rules .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; Holmer attended the 2024 annual meeting .
- Leadership structure: CRBP separates Chair and CEO roles to strengthen independent oversight .
Fixed Compensation
| Component | Policy Detail | 2023 (Holmer) | 2024 (Holmer) |
|---|---|---|---|
| Board retainer (cash) | $40,000 per non-employee director | $76,250 | $70,000 |
| Chair of Board fee (cash) | +$30,000 | Included in cash total | Included in cash total |
| Committee chair fees (cash) | Audit $20,000; Comp $15,000; Nominating $10,000 | N/A (not a committee chair) | N/A (not a committee chair) |
| Committee member fees (cash) | Audit $10,000; Comp $7,500; Nominating $5,000 | N/A (not a member) | N/A (not a member) |
Performance Compensation
| Equity Component | 2023 (Holmer) | 2024 (Holmer) | Vesting/Notes |
|---|---|---|---|
| Stock awards (RSUs) grant-date fair value ($) | — | $115,495 | Annual grant; director awards vest per annual terms (typically around the next annual meeting) |
| Option awards grant-date fair value ($) | $44,407 | $113,329 | Options under equity plan; non-repricing without stockholder approval |
| RSUs outstanding (units) | — | 2,783 (as of 12/31/2024) | Director awards determined annually |
| Options outstanding (shares) | 21,073 (as of 12/31/2023) | 21,560 (as of 12/31/2024) | Exercise/expiration terms per prior grants |
- Structure signals: In 2024, CRBP added RSUs to director equity (alongside options), increasing total equity grant fair value versus 2023 .
- Performance metrics: Director equity awards are time-based; no disclosed performance metrics tied to director compensation grants .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Committees/Notes |
|---|---|---|---|
| Inspire Pharmaceuticals, Inc. | Director | Prior | Corporate Governance, Audit, Drug Development committees |
| Public company boards (current) | — | None disclosed | — |
- Interlocks/conflicts: No related-party transactions identified for directors/officers since Jan 1, 2023; Audit Committee reviews related-party transactions per policy .
Expertise & Qualifications
- Deep governance and policy background (Deputy U.S. Trade Representative; Special Envoy for China), legal practice leadership (Sidley Austin; Steptoe & Johnson), and industry association leadership (PhRMA President/CEO) .
- Selected for CRBP Board for pharmaceutical/biotech industry background and governance experience .
Equity Ownership
| Metric | As of Date | Amount |
|---|---|---|
| Total beneficial ownership (shares) | March 21, 2025 | 24,606; includes 21,560 shares issuable upon exercise of options exercisable within 60 days; reported as less than 1% of outstanding shares |
| RSUs outstanding (units) | December 31, 2024 | 2,783 |
- Anti-hedging: Officers, directors, employees, and related persons are prohibited from hedging/monetization transactions (e.g., zero-cost collars) under insider trading policy .
- Clawback: Nasdaq/SEC-compliant clawback policy adopted in 2023 for recovery of erroneously awarded incentive compensation (primarily applicable to executive officers) .
Shareholder Votes & Engagement
| Item | Votes For | Votes Withheld/Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Alan Holmer (2025 Annual Meeting) | 6,678,977 | 67,813 | — | 2,281,655 |
| Say‑on‑Pay (2025 Annual Meeting) | 6,519,904 | 215,784 | 11,102 | 2,281,655 |
Governance Assessment
- Strengths: Independent status; separation of Chair/CEO roles; at least 75% attendance; no related-party transactions; formal anti-hedging policy; indemnification and D&O insurance .
- Compensation/Alignment: Cash retainer consistent with policy (director + chair fee); 2024 added RSUs alongside options, increasing equity exposure and potential alignment, with annual limits and equity plan safeguards (no option/SAR repricing without stockholder approval) .
- Watch items: 2024 director equity grant values increased year‑over‑year (options $44,407 → $113,329; addition of RSUs $115,495), which investors may monitor for pay-for-service calibration relative to CRBP’s stage and performance .
- Recent change: Chair transition in May 2025 may alter board dynamics; Holmer’s continued service supports continuity while enhancing independent oversight under a new Chair .