Rachelle Jacques

About Rachelle Jacques

Independent director at Corbus Pharmaceuticals (CRBP), age 53, serving since April 2019; appointed Chair of the Board effective May 15, 2025. Background includes CEO and senior commercial/finance leadership roles across rare disease and biopharma; B.A. in business administration from Alma College and current Alma College Trustee. Independence affirmed by the Board under Nasdaq and SEC rules.

Past Roles

External Roles

Board Governance

• Committees and roles (2024 activity; current roles shown):
  • Audit Committee member; committee met 8 times in 2024.
  • Nominating & Corporate Governance Committee Chair; committee met 6 times in 2024.
  • Compensation Committee: not a member.
• Board leadership and independence:
  • Appointed Chair of the Board effective May 15, 2025 (separate from CEO role).
  • Board determined Jacques is independent under Nasdaq and SEC rules.
• Attendance:
  • The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings.

Fixed Compensation

• Non‑employee director cash fee policy (effective May 2022): $40,000 annual retainer; Chair of Board +$30,000; Audit Chair +$20,000; Comp Chair +$15,000; Nominating Chair +$10,000; committee member fees: Audit $10,000, Comp $7,500, Nominating $5,000.
• 2024 cash fees paid to Jacques: $60,000; consistent with base retainer + Audit member + Nominating Chair under policy.

• Policy features: Annual equity grants set by Compensation Committee in consultation with independent consultant; initial grants for new directors equal to 2× annual grant; options fully vest on change in control.

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Multinational commercialization leadership in rare disease and immunology complements CRBP’s precision oncology focus.
• Finance and operations experience (Baxter VP Finance; Baxalta operations) enhances audit/risk oversight capacity.
• Independent governance credentials; chairing Nominating & Corporate Governance Committee; now Board Chair.

Equity Ownership

• Anti‑hedging policy prohibits hedging/monetization transactions (e.g., collars, forwards). No pledging disclosures identified.

Governance Assessment

• Board effectiveness:
  • Independent director with deep commercial/finance background; active committee service (Audit member; Nominating Chair) and elevated to independent Chair of the Board, strengthening oversight and investor confidence.
• Independence, attendance, and engagement:
  • Independence affirmed; Board and committees met frequently in 2024 (Board 5x; Audit 8x; Nominating 6x), with directors at least 75% attendance—indicative of engaged governance.
• Compensation and alignment:
  • 2024 director pay mix shifted materially toward equity (addition of RSUs alongside options) under the new 2024 plan, increasing at‑risk, ownership‑aligned compensation versus 2023.
  • Independent compensation consultant (OneDigital) engaged directly by the Compensation Committee; no other company work performed in 2024—reducing consultant conflict risk.
• Conflicts/related‑party:
  • No related‑party transactions identified since Jan 1, 2023 beyond standard compensation; anti‑hedging policy in force.
• Shareholder feedback:
  • 2025 say‑on‑pay received broad support (For: 6,519,904; Against: 215,784; Abstain: 11,102; Broker non‑votes: 2,281,655).
• RED FLAGS:
  • None observed in disclosures: no related‑party transactions, independence confirmed, no hedging permitted; time‑commitment risk mitigated by attendance disclosure.

Appendix: Election Voting Result (Jacques, 2025)