Michael Varney
About Michael D. Varney
Michael D. Varney, Ph.D. (age 66) serves on Erasca’s Board (Class II, term expiring at the 2026 annual meeting) and is Chair of Research & Development and a Scientific Advisory Board member (since August 2020), bringing deep drug discovery leadership from Genentech (EVP, Head of Research & Early Development; member of Roche’s Corporate Executive Committee) and Agouron Pharmaceuticals; he holds a B.S. in chemistry (UCLA), a Ph.D. in synthetic organic chemistry (Caltech), and was an American Cancer Society postdoctoral fellow at Columbia University . He has been a director since December 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech, Inc. | Executive Vice President; Head of Research & Early Development; member of Roche Corporate Executive Committee | 2005–July 2020 | Senior R&D leadership; member of parent’s Corporate Executive Committee |
| Agouron Pharmaceuticals, Inc. | Head of Research | 1987–2005 | Led research; company later acquired by Pfizer |
| Foundation Medicine, Inc. | Director | 2015–March 2018 | Board service (company acquired by Roche) |
| Pardes Biosciences, Inc. | Director | January 2021–July 2023 | Board service at publicly traded biopharma |
External Roles
| Organization | Role | Status/Timeline |
|---|---|---|
| Foundation Medicine, Inc. | Director | 2015–March 2018 (prior) |
| Pardes Biosciences, Inc. | Director | January 2021–July 2023 (prior) |
Board Governance
- Independence: The Board determined all directors other than Jonathan E. Lim and Michael D. Varney are independent under Nasdaq rules; Varney is not independent due to his employee role .
- Board class/tenure: Class II director; current term runs to the 2026 annual meeting .
- Committee assignments: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees; all standing committees are fully independent .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; there were six Board meetings .
- Lead Independent Director: Role established with responsibilities for executive sessions and independent director coordination (James A. Bristol, Ph.D.) .
Fixed Compensation
| Component | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Base salary (paid) | $86,983 | FY 2024 | Paid in 2024 for Chair of R&D role |
| 401(k) match | $2,610 | FY 2024 (earned; paid in 2025) | Company matching contribution |
| Base salary (rate) | $89,900 | Effective Nov 1, 2024 (increase in Feb 2025) | At‑will employment; Chair of R&D and senior advisor to CEO |
| Director cash retainer | — | FY 2024 | No additional director cash fees (compensated as employee) |
Performance Compensation
| Equity Award | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Stock options (annual/retainer program) | 2024 | — | — | $85,866 | — | Shown in “Option awards” column of 2024 director compensation table |
| Stock option grant | June 20, 2024 | 60,000 options | — | — | Eligible to vest in full on June 20, 2025, subject to continuous service | Granted under 2021 Plan; service‑based vesting; no additional SAB cash compensation |
- Options outstanding: 554,999 options outstanding as of December 31, 2024 .
- Options exercisable: 494,999 options exercisable as of April 15, 2025 or within 60 days thereafter .
- Performance metrics: No performance‑based metrics tied to Varney’s equity or cash compensation disclosed; vesting is service‑based .
Other Directorships & Interlocks
| Company | Committee Roles | Interlocks/Notes |
|---|---|---|
| Erasca, Inc. (current) | None (not listed on standing committees) | Compensation Committee interlocks: none among committee members; Varney not on the Compensation Committee |
Expertise & Qualifications
- Biopharma industry, operational leadership, drug discovery/development/regulatory, corporate governance (skills matrix flags broad contributions across categories) .
- Education: B.S. (UCLA) and Ph.D. (Caltech); ACS postdoc at Columbia .
- Executive pedigree: Genentech EVP, Roche Corporate Executive Committee .
Equity Ownership
| Metric | As of | Amount | % of Outstanding | Notes |
|---|---|---|---|---|
| Shares beneficially owned (options exercisable within 60 days) | April 15, 2025 | 494,999 | <1% | As defined under SEC rules; computed vs 283,265,716 shares outstanding |
| Options outstanding | Dec 31, 2024 | 554,999 | — | Aggregate options outstanding |
| Vested vs unvested (inference from disclosures) | April–June 2025 | Vested ≈ 494,999; Unvested ≈ 60,000 | — | 60,000 June 2024 grant eligible to vest June 20, 2025; balance exercisable within 60 days of April 15, 2025 |
| Pledging/hedging policy | — | Prohibited | — | Company policy prohibits pledging and hedging by directors/officers/employees |
Governance Assessment
- Independence and potential conflicts: Varney is a non‑independent director due to his employee role (Chair of R&D and senior advisor to the CEO), which can present management alignment concerns; however, he is not seated on any of the independent standing committees (Audit, Compensation, Nominating) that oversee financial reporting, pay, and governance .
- Attendance and engagement: Met the minimum attendance standard (≥75%) in 2024; Board held six meetings, and independent oversight is reinforced by a Lead Independent Director .
- Compensation and alignment: Compensation is primarily modest fixed salary with service‑based options and no director cash fees, indicating alignment via equity while avoiding cash retainer duplication; no performance metrics are disclosed for his awards .
- Related‑party exposure: Employment letter governs his role, including non‑compete during service, one‑year post‑termination non‑solicitation, and perpetual confidentiality; related‑party transaction oversight is subject to Board policy and Audit Committee review .
- Risk controls: Company‑wide prohibition on pledging/hedging, and adoption of a clawback policy consistent with SEC/Nasdaq standards for recovery of erroneously paid incentive compensation for Section 16 officers (company policy) .
RED FLAGS
- Not independent (employee‑director), which may affect perceptions of board autonomy in R&D strategy and oversight .
- Equity awards are service‑based without disclosed performance hurdles for Varney (reduced pay‑for‑performance linkage) .
Positive Signals
- No committee interlocks and full committee independence; Varney not on pay or audit committees .
- Strong R&D leadership background that supports board effectiveness in scientific strategy and pipeline decisions .