Richard van den Broek
Corvus PharmaceuticalsAbout Richard van den Broek
Independent Class II director of Corvus Pharmaceuticals since April 8, 2025; age 59 as of March 31, 2025; currently serves on the Audit Committee and the Nominating & Corporate Governance Committee and is designated an “audit committee financial expert.” He is Managing Partner of HSMR Advisors, LLC (since February 2004), holds an A.B. from Harvard University, and is a Chartered Financial Analyst, with current and prior public board experience in life sciences (Pulse Biosciences; Cogstate). These credentials align with Corvus’ needs in capital markets and biotech governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSMR Advisors, LLC | Managing Partner | Feb 2004–present | Investment advisory experience; finance expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Pulse Biosciences, Inc. (public) | Director | Aug 2020–present | Public biotechnology company |
| Cogstate Ltd (public) | Director | Apr 2009–Apr 2025 | Public neuroscience company; stepped down Apr 2025 |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; van den Broek is independent .
- Committee assignments and expertise:
- Audit Committee: Member; designated by the Board as an “audit committee financial expert” and financially sophisticated under Nasdaq; Audit Chair is Scott Morrison .
- Nominating & Corporate Governance Committee: Member; Committee Chair (Terry Gould) is not standing for re-election and will cease service at the Annual Meeting .
- Meeting cadence and attendance benchmark (FY2024): Board met 6 times; Audit 4; Compensation 1; Nominating & Corporate Governance 1. Each director in 2024 attended at least 75% of Board and committee meetings (note: van den Broek joined in 2025) .
- Leadership structure: CEO Richard A. Miller is Board Chair; independent directors hold regularly scheduled executive sessions; the Board retains flexibility to appoint a lead independent director or separate roles in future .
| Committee | Role | Chair? | Financial Expert? | 2024 Meetings |
|---|---|---|---|---|
| Audit | Member | No | Yes (designated) | 4 |
| Nominating & Corporate Governance | Member | No | N/A | 1 |
| Compensation | Not a member | N/A | N/A | 1 |
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Board retainer | $35,000 | Paid quarterly; prorated from April 8, 2025 |
| Audit Committee member fee | $10,000 | Paid quarterly; prorated; aligns with policy |
| Nominating & Corporate Governance member fee | $4,000 | Paid quarterly; prorated; aligns with policy |
| Chair fees (if applicable) | Audit Chair $20,000; Comp Chair $12,000; N&G Chair $8,000 | Not applicable to van den Broek; he is not a chair |
Performance Compensation
| Award | Shares | Grant Date/Trigger | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial non-employee director stock option | 30,000 | Granted upon appointment (Apr 8, 2025) | 1/3 on each anniversary of grant, over 3 years; service-based | Vests in full immediately prior to a change in control |
| Annual non-employee director stock option | 15,000 per year (if eligible) | Each annual meeting if served ≥3 months and continuing thereafter | Vests fully by earlier of first anniversary or next annual meeting; service-based | Vests in full immediately prior to a change in control |
The Company does not disclose RSUs/PSUs for directors; 2024 director equity consisted of options, and non-employee directors held no other equity awards as of year-end 2024 .
Other Directorships & Interlocks
| Company | Potential Interlock/Relationship |
|---|---|
| OrbiMed/related party note | Not related to van den Broek; separate director (Peter Thompson, M.D.) is an OrbiMed member; OrbiMed participated in the May 2024 offering; oversight under related-party policy (Audit Committee) . No CRVS disclosure indicates transactions with HSMR Advisors, Pulse Biosciences, or Cogstate. |
Expertise & Qualifications
- Capital markets and biotech investing experience (Managing Partner, HSMR Advisors since 2004) .
- Audit Committee financial expert; Nasdaq financial sophistication .
- Public board experience (Pulse Biosciences; prior Cogstate) .
- Education and credentials: A.B., Harvard University; Chartered Financial Analyst .
Equity Ownership
| Holder | Common Shares | Options/Warrants Exercisable within 60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Richard van den Broek (via HSMR Advisors) | 160,000 | — | 160,000 | <1% (denoted “*” in proxy) |
- Source/filing context: Form 3 filed April 9, 2025 notes 160,000 shares of common stock held by HSMR Advisors, of which van den Broek is the sole owner .
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors (alignment safeguard) .
- Indemnification/D&O coverage: Standard director indemnification agreements and D&O insurance are in place .
Governance Assessment
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Strengths
- Independent director with capital markets and life sciences expertise; designated audit committee financial expert—bolsters financial oversight .
- Immediate ownership alignment via 160,000 shares disclosed on Form 3; company prohibits hedging and pledging, reinforcing alignment .
- Serves on two key governance committees (Audit; Nominating & Corporate Governance), enhancing board effectiveness and refreshment oversight .
- Clear, transparent director pay program with modest cash retainers and equity options; no RSUs/PSUs disclosed for directors (keeps pay tied to stock performance) .
-
Watch items / potential red flags
- Director equity awards are subject to single-trigger full vesting upon a change in control, which some investors view as less shareholder-friendly for directors (monitor) .
- Board Chair and CEO roles are combined; while independent directors hold executive sessions, investors often monitor for a designated lead independent director in combined-role structures .
- New appointee (April 2025); no individual attendance history yet at CRVS (Board benchmark for FY2024 was ≥75% for incumbent directors) .
-
Related-party and conflicts
- CRVS maintains a formal related-party transaction review policy administered by the Audit Committee .
- The May 2024 registered direct offering included purchases by related parties (e.g., OrbiMed; CEO), disclosed in detail; no disclosure implicates van den Broek or HSMR Advisors in that financing .
-
Engagement transparency
- Meeting cadence disclosed; independent executive sessions occur regularly; committee composition and charters available on the company website (enhances accountability) .