R. Michael Carruthers
About R. Michael Carruthers
R. Michael Carruthers, 67, is an independent Class I director of Elevation Oncology (ELEV), serving since May 2021. He chairs the Audit Committee, sits on the Compensation Committee, and is designated an “audit committee financial expert.” His background includes CFO roles across biopharma and instrumentation, with a B.S. in Accounting (University of Colorado Boulder) and an M.B.A. (University of Chicago) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edgewise Therapeutics, Inc. | Chief Financial Officer | Since Sep 2020 | Current CFO; clinical-stage biopharma |
| OnKure Therapeutics, Inc. | CFO Consultant → Director | CFO consult: Mar 2019–May 2021; Director since May 2021 | Oncology; joined board May 2021 |
| Brickell Biotech, Inc. | CFO Consultant | Dec 2017–Oct 2020 | Clinical-stage dermatology-focused pharma |
| ClinOne, Inc. | CFO Consultant | Aug 2018–May 2020 | Clinical trial management company |
| Nivalis Therapeutics, Inc. | Interim President; CFO & Secretary | Interim Pres: Jan–Aug 2017; CFO/Secretary: Feb 2015–Aug 2017 | Clinical-stage pharma |
| Array BioPharma Inc. | Chief Financial Officer | Dec 1998–Feb 2015 | Public biopharma; long-tenured CFO |
| Sievers Instruments, Inc. | Chief Financial Officer | Not specified | Water purification technology |
| Dover Corporation (Waukesha division) | Treasurer & Controller | Not specified | Global manufacturing |
| Coopers & Lybrand, LLP | Accountant | Not specified | Early-career audit/accounting |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Edgewise Therapeutics, Inc. | Chief Financial Officer | Current; clinical-stage biopharma |
| OnKure Therapeutics, Inc. | Director | Joined board May 2021 |
Board Governance
- Independence: Board determined Carruthers is independent under SEC and Nasdaq rules .
- Committees: Audit (Chair; Financial Expert) and Compensation (Member; appointed Apr 5, 2024) .
- Attendance: In 2024, no incumbent director attended fewer than 75% of Board and committee meetings; Board held 4 meetings, Audit 4, Compensation 5, Nominating 1, R&D 4 .
- Leadership: CEO and Board Chair roles separated (CEO: Joseph J. Ferra, Jr.; Chair: Steven A. Elms). Independent directors meet separately without management .
- Audit Committee oversight includes financial reporting integrity, risk assessment, cybersecurity oversight, and related-person transaction review .
| Governance Item | Detail |
|---|---|
| Board class | Class I director; nominated for term through 2028 |
| Committee roles | Audit Committee Chair; Compensation Committee Member |
| Financial expert | Designated “audit committee financial expert” |
| 2024 meeting counts | Board: 4; Audit: 4; Compensation: 5; Nominating: 1; R&D: 4 |
| Independence | Board-determined independent |
| Indemnification | Standard indemnification agreement; D&O insurance maintained |
Fixed Compensation
Program structure for non-employee directors:
- Annual cash retainer: $40,000; Committee chair/member fees: Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $8,000; R&D Chair $10,000; Audit Member $7,500; Compensation Member $5,000; Nominating Member $4,000; R&D Member $5,000 .
2024 actual compensation (FY ended Dec 31, 2024):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 58,694 |
| Option Awards (grant-date fair value) | 83,305 |
| Total | 141,999 |
Notes:
- The reported option values reflect accounting fair value per ASC 718, not realized value .
- Carruthers joined the Compensation Committee effective April 5, 2024, affecting committee fee mix .
Performance Compensation
Director equity awards are time-based stock options; no director performance metrics are disclosed.
| Equity Element | Grant practice | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial option grant (new directors) | 70,000 options upon election | Vests monthly over 36 months | Full vesting on change-in-control or certain events |
| Annual option grant (continuing directors) | 35,000 options at each annual meeting | Vests in full at 1-year anniversary | Full vesting on change-in-control or certain events |
| 2024 option award (Carruthers) | Reported grant-date fair value $83,305 | As per annual grant provisions | As above |
No performance metrics (revenue, EBITDA, TSR, ESG) tied to non-employee director compensation are disclosed .
Other Directorships & Interlocks
| Organization | Role | Committees/Notes |
|---|---|---|
| OnKure Therapeutics, Inc. | Director | Joined May 2021 |
Additional governance context:
- Compensation Committee Interlocks: None during 2024 (no cross-board executive overlaps) .
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; “audit committee financial expert” designation .
- Education: B.S. in Accounting (University of Colorado Boulder); M.B.A. (University of Chicago) .
- Industry experience: CFO roles across biopharma and instrumentation; long-tenured public company CFO (Array BioPharma, 1998–2015) .
Equity Ownership
Beneficial ownership as of March 31, 2025:
| Item | Amount |
|---|---|
| Shares beneficially owned | 94,187 (consists of shares subject to options exercisable within 60 days) |
| Percent of shares outstanding | <1% (“*” denoted in table) |
| Options outstanding | 129,187 |
Policies and alignment:
- Anti-hedging: Insider Trading Policy prohibits hedging transactions (e.g., collars, swaps); pre-clearance required for certain trading activities .
- Stock pledging: No pledging policy disclosure identified; not mentioned in proxy .
- Ownership guidelines: No director ownership guideline disclosure identified in proxy .
Governance Assessment
-
Strengths: Independent status; chairs Audit Committee with “financial expert” designation; strong attendance record in 2024; clear separation of CEO/Chair; Audit Committee oversight includes cybersecurity and related-party transactions; use of independent compensation consultant (Alpine Rewards) with no reported conflicts .
-
Alignment: Director pay includes cash retainer plus equity via time-based options; Carruthers held 129,187 options outstanding and beneficially owned 94,187 shares via options exercisable within 60 days, indicating meaningful equity linkage alongside low percentage of total outstanding shares .
-
Conflicts/Related Parties: Company reported no related-party transactions above Item 404 thresholds since January 1, 2023; Audit Committee reviews and approves any related-person transactions .
-
RED FLAGS:
- Single-trigger acceleration on change-in-control for director equity awards may be viewed as shareholder-unfriendly compared to double-trigger structures .
- No disclosure of director stock ownership guidelines (cannot assess formal “skin-in-the-game” requirements) .
- Indemnification agreements standard for directors (common practice but note for risk context) .
-
Additional context: Board proposed reverse stock split amendments and meeting adjournment authority during the 2025 proxy cycle; while not director-specific, such capital actions can impact investor perception; Audit Committee issued its report recommending inclusion of audited financials in the Annual Report .