Stephen Rocamboli
Esperion TherapeuticsAbout Stephen Rocamboli
Stephen Rocamboli, 53, has served as an independent director of Esperion Therapeutics since April 2022. He is currently CEO of BobcatBio, Inc. (since July 2024) and previously was CEO of Innovatrx (Perla Therapeutics) from June 2020 to July 2024, CBO/GC/Corporate Secretary at Candel Therapeutics (NASDAQ: CADL) from 2015 to 2020, and held senior roles at Integrin Partners and Beijing International Group; he co-founded and served as President of Pear Tree Pharmaceuticals (2008–2018). He holds a B.A. from SUNY Albany and a J.D. from Fordham University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pear Tree Pharmaceuticals, Inc. | Co-founder; President | 2008–2018 | Led company until sale to Daré Bioscience |
| Candel Therapeutics, Inc. | Chief Business Officer; General Counsel; Corporate Secretary | 2015–2020 | Senior legal and business executive; immuno-oncology focus |
| Integrin Partners, LLC | General Partner | 2010–2015 | Corporate development, strategic transaction advisory, GC services |
| Beijing International Group | Partner (affiliate of Integrin Partners) | 2010–2012 | International corporate advisory |
| Wyrick Robbins Yates & Ponton, LLP | Special Counsel | 2014–2015 | Life sciences transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BobcatBio, Inc. | Chief Executive Officer | Since July 2024 | Active CEO role |
| Innovatrx (Perla Therapeutics), Inc. | Chief Executive Officer | June 2020–July 2024 | Oncology therapeutics |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. Not a chair. The Board determined all audit and compensation committee members are independent under SEC/Nasdaq rules .
- Committee leadership context: Compensation Committee chaired by Seth H.Z. Fischer; Audit Committee (2025 transition from Alan Fuhrman to Luke Hoffman as chair post-Annual Meeting) .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; the Board held 11 meetings, Audit 4, Compensation 5 (+3 written consents), Nominating 2 (+1 consent), Compliance 4 .
- Engagement: Signatory on Compensation Committee Report (April 17, 2025), evidencing active participation in executive compensation oversight .
- Independence and risk oversight: Audit Committee responsibilities include risk management (financial, operational, cybersecurity, regulatory) and related-party transaction review/approval .
Fixed Compensation
| Component | Policy Amount (Annual) | Notes | FY 2024 Actual (Rocamboli) |
|---|---|---|---|
| Board cash retainer | $50,000 | Non-employee director annual retainer; pro-rated if partial year | Included in fees |
| Audit Committee member | $10,000 | Non-chair member retainer | Included in fees |
| Compensation Committee member | $7,500 | Non-chair member retainer | Included in fees |
| Total fees earned (cash) | — | Sum of retainers above | $67,500 |
Performance Compensation
| Instrument | Annual Policy (effective May 23, 2024) | Vesting | FY 2024 Grant-Date Fair Value (Rocamboli) | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual RSUs | Choice: 23,000 RSUs + 32,500 options OR 65,000 options (no RSUs). Prior to 5/23/24: 5,150 RSUs + 21,000 options | RSUs vest on earlier of 1 year or next Annual Meeting; immediate vesting upon death, disability, or change in control | $51,750 | Immediate vesting upon change in control (single-trigger for RSUs) |
| Annual Stock Options | As above | Options vest annually (initial election grant of 40,000 options vests over 3 years) | $53,082 | Awards under the 2022 Plan may be accelerated or cashed out upon a “Sale Event” if not assumed; time-based awards become fully vested; plan sets maximum director compensation at $750,000/year |
| Clawback | Plan awards subject to company clawback policy; company adopted SEC/Nasdaq-compliant compensation recovery policy on Nov 8, 2023 | Applies per policy | — | — |
- Performance metrics: No performance metrics disclosed for non-employee director equity grants; vesting is time-based rather than tied to revenue/EBITDA/TSR targets .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Rocamboli |
| Compensation committee interlocks | During 2024, no compensation committee member was an employee/former officer; no interlocks requiring disclosure occurred |
Expertise & Qualifications
- Senior legal and business executive across public life sciences organizations; deep experience in corporate development, strategic transactions, and governance functions .
- Audit Committee literacy: Board states all audit members meet SEC/Nasdaq financial literacy requirements; two members designated audit committee financial experts (Fuhrman, Hoffman) .
- Education: B.A. (SUNY Albany); J.D. (Fordham Law) .
Equity Ownership
| Metric | As of Date | Amount |
|---|---|---|
| Common shares held | April 1, 2025 | 13,261 shares |
| Options exercisable (within 60 days) | April 1, 2025 | 95,089 shares |
| RSUs vesting (within 60 days) | April 1, 2025 | 23,000 units |
| Unexercised options | Dec 31, 2024 | 95,089 options |
| Unvested RSUs | Dec 31, 2024 | 23,000 RSUs |
- Hedging/pledging policy: Prohibits short sales and derivative transactions; prohibits margin purchases and pledging without Audit Committee approval; Rule 10b5-1 plans permitted .
- Ownership guidelines: No explicit director stock ownership multiple disclosed in proxy; director compensation limit capped at $750,000/year under 2022 Plan .
Insider Trades (Form 4)
| Filed Date | Transaction Date | Type | Security | Quantity | Source |
|---|---|---|---|---|---|
| 2025-06-02 | 2025-05-29 | Award (A) | Common Stock | 33,000 | and |
| 2024-05-24 | 2024-05-23/24 | Award (A) | Common Stock | Not specified here | |
| 2023-06-16 | 2023-06-15 | Award (A) | RSUs | 5,150 | and |
Note: Quantities are shown where available from EDGAR/OpenInsider or the company’s posted Form 4 PDFs; 2024 filing confirms award but quantity not extracted here.
Governance Assessment
-
Strengths
- Independent director serving on both Audit and Compensation Committees; active oversight evidenced by Compensation Committee report signature and committee activity levels .
- Strong attendance record (≥75% of Board/committee meetings for incumbents in 2024), supporting engagement .
- Equity-heavy director compensation (RSUs/options) with standard vesting, aligning economic interests with shareholders; robust clawback and anti-hedging/pledging policies provide investor safeguards .
-
Watch items / RED FLAGS
- Single-trigger RSU acceleration upon change in control for directors can be shareholder-unfriendly and may reduce retention incentives in a sale scenario; also broader plan-level acceleration upon a Sale Event if awards are not assumed .
- Concurrent CEO role at an external biotech (BobcatBio) increases time demands; while common in small-cap biotech boards, investors may monitor for potential conflicts or overboarding if additional roles accumulate. No specific related-party transactions involving Rocamboli were disclosed, and compensation committee interlock review indicated no relationships requiring disclosure .
-
Compensation mix and evolution
- 2024 policy increased annual RSU grant to 23,000 (from 5,150 pre-5/23/24) and expanded option choices, raising the equity component of director pay; Rocamboli’s 2024 total director compensation was $172,332, split roughly evenly between RSUs ($51,750) and options ($53,082), with $67,500 in cash fees .
Board Governance (Committee Responsibilities Snapshot)
| Committee | Chair | Rocamboli Member | Key Oversight Areas |
|---|---|---|---|
| Audit | 2025: transition to Luke Hoffman (from Alan Fuhrman) | Yes | Financial reporting, ICFR, earnings releases, cybersecurity, risk oversight, related-party transactions |
| Compensation | Seth H.Z. Fischer | Yes | Executive pay, plans administration, director compensation, clawback policy |
| Nominating & Corporate Governance | Jay P. Shepard | No | Board composition, governance guidelines, evaluations |
Director Compensation (FY 2024 Detail)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $67,500 |
| RSU Awards ($) | $51,750 |
| Stock Option Awards ($) | $53,082 |
| Total ($) | $172,332 |
Equity Ownership and Award Status (FY 2024/2025)
| Metric | Date | Value/Count |
|---|---|---|
| Unexercised Options | 12/31/2024 | 95,089 |
| Unvested RSUs | 12/31/2024 | 23,000 |
| Shares Held | 04/01/2025 | 13,261 |
| Options Exercisable ≤60 days | 04/01/2025 | 95,089 |
| RSUs Vesting ≤60 days | 04/01/2025 | 23,000 |
Related Party and Policies
- Related-party transactions: Audit Committee reviews/approves; procedures emphasize third-party equivalence and disclosure/vote when applicable. No compensation committee interlocks or relationships requiring disclosure occurred in 2024 .
- Indemnification: Company has indemnification agreements with directors .
- Trading policy: Prohibits short sales, derivatives, margin purchases, and pledging without Audit Committee approval; allows 10b5-1 plans .
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Legal/Governance | JD; GC/Corporate Secretary experience at public company; Special Counsel in life sciences |
| Corporate Development | Integrin Partners (GP); transaction advisory; CEO roles at biotechs |
| Financial Literacy | Audit members meet SEC/Nasdaq literacy standards (Board statement) |
Governance Quality Signals
- Independent, financially literate director engaged on key oversight committees, with adequate attendance and documented participation; compensation and trading policies align with best practices for small-cap biotech governance .
- Monitor single-trigger acceleration on director RSUs and broader plan acceleration mechanics in sale events, which can be misaligned with investor preferences for double-trigger treatment .