Robert S. Epstein
FATE THERAPEUTICSAbout Robert S. Epstein
Independent director (Class I) since March 2014; age 69. An epidemiologist with deep health economics and outcomes research expertise; CEO/President of EpsteinHealth LLC since June 2013. Education: B.S. and M.D. (University of Michigan) and M.S. (University of Maryland) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medco Health Solutions, Inc. | President, Medco-UBC Division; Chief R&D Officer | Aug 2010 – Apr 2012 | Led clinical research initiatives (Medco Research Consortium, United BioSource Corporation) . |
| Medco Health Solutions, Inc. | Senior Vice President & Chief Medical Officer | 1997 – Aug 2010 | Appointed President, Medco Research Institute in 2009 . |
| Academic/Public Health | Epidemiologist; various roles | Pre-private sector | Trained epidemiologist; past President, International Society of Pharmacoeconomics and Outcomes Research; DIA board service . |
| U.S. Federal Committees | Member | From 2008 | CDC EGAPP Stakeholder Committee; AHRQ CERT Committee . |
External Roles
| Organization | Role | Tenure | Public company? |
|---|---|---|---|
| Veracyte, Inc. (VCYT) | Director; Chairman of the Board | Director since Jan 2015; Chairman since May 2023 | Yes . |
| Illumina, Inc. (ILMN) | Director | Since Dec 2012 | Yes . |
| EpsteinHealth LLC | CEO & President | Since Jun 2013 | Private . |
Interlocks: Fate’s Chairman William H. Rastetter previously served as Illumina’s Chairman (2005–2016) and director (1998–2016), creating long-standing network ties to Illumina alongside Dr. Epstein’s current ILMN directorship .
Board Governance
- Independence: Board determined all directors except the CEO are independent; Dr. Epstein is independent .
- Class and term: Class I, serving until the 2026 Annual Meeting .
- Committee assignments (current):
- Audit Committee member (chair transition to Abernethy after 2025 meeting; current designated “financial experts” are Abernethy and Coughlin, not Epstein) .
- Compensation Committee member (since March 2025; chaired by Dr. Jooss) .
- Nominating & Corporate Governance Committee chair .
- Attendance and engagement: In 2024, Board met 9 times; each director attended ≥75% of aggregate Board and committee meetings; independent directors held 5 executive sessions without management; 8 directors attended the 2024 Annual Meeting .
- Committee activity: Audit (4 meetings), Compensation (8 meetings), Nominating & Governance (2 meetings) in 2024 .
- Risk oversight: Board and committees coordinate enterprise risk oversight; Audit reviews related-party transactions and broader enterprise risks beyond financial reporting .
Fixed Compensation
| Component (2024 policy through Jan 15, 2025) | Amount ($) | Source |
|---|---|---|
| Board annual retainer | 40,000 | |
| Audit Committee member retainer | 7,500 | |
| Nominating & Governance Committee chair retainer | 10,000 | |
| Cash fees actually earned by Dr. Epstein (2024) | 57,500 |
| Component (Amended policy starting Jan 16, 2025) | Amount ($) | Source |
|---|---|---|
| Board annual retainer | 40,000 | |
| Audit Committee member retainer | 10,000 | |
| Compensation Committee member retainer | 7,500 | |
| Nominating & Governance Committee chair retainer | 10,000 |
Under current committee assignments, implied 2025 annual cash retainer for Dr. Epstein would be $67,500 if roles remain unchanged (Board $40,000 + Audit member $10,000 + Compensation member $7,500 + Nominating chair $10,000), with proration as applicable .
Performance Compensation
| Equity element | Grant size | Vesting | Exercise price | Notes |
|---|---|---|---|---|
| Annual director option grant (policy through Jan 15, 2025) | 40,000 options | Vest in full by earlier of 1-year anniversary or next annual meeting; service-contingent | FMV at grant | Sale Event: 100% vesting/exercisability of equity retainer awards . |
| New director initial option grant (policy through Jan 15, 2025) | 80,000 options | 3-year equal monthly vesting | FMV at grant | . |
| Annual director option grant (Amended policy from Jan 16, 2025) | 55,000 options | Vest in full by earlier of 1-year anniversary or next annual meeting; service-contingent | FMV at grant | Sale Event: 100% vesting/exercisability of equity retainer awards . |
| New director initial option grant (Amended policy) | 110,000 options | 3-year equal monthly vesting | FMV at grant | . |
| Dr. Epstein—2024 option award (grant-date fair value) | $114,923 | As per annual grant schedule | N/A | Reported in 2024 Director Compensation Table . |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential governance signal |
|---|---|---|
| Illumina, Inc. | Epstein (current director); Fate’s Chairman Rastetter (former ILMN Chairman/director) | Informational networks; low competitive overlap with Fate’s cell therapy focus but ILMN is a supplier to biotech; Audit Committee reviews related-party transactions, mitigating conflicts . |
| Veracyte, Inc. | Epstein (current Chairman) | Diagnostics customer/supplier proximity; monitor any transactions for independence; none disclosed with Fate . |
Expertise & Qualifications
- Epidemiology, pharmacoeconomics, outcomes research leadership; past ISPOR President; DIA board service .
- Executive experience overseeing clinical R&D at Medco; CEO/President of healthcare consultancy since 2013 .
- Board leadership (Chairman at Veracyte; long-tenured director at Illumina) .
Equity Ownership
| Holder | Common shares | Options exercisable within 60 days | Total beneficial | % of common |
|---|---|---|---|---|
| Robert S. Epstein, M.D., M.S. | 11,331 | 164,227 | 175,558 | <1% |
Option holdings: Dr. Epstein held options to purchase an aggregate of 204,227 shares as of Dec 31, 2024 (broader tally outside 60-day window) .
Policies affecting alignment and risk:
- Insider Trading Policy prohibits short sales, derivatives/hedging without Audit Committee approval, margin accounts, and pledging without Audit Committee approval for non-employee directors and executives .
- Compensation recovery (clawback) policy adopted Nov 2, 2023 (effective Oct 2, 2023) covering incentive-based pay upon restatements .
Governance Assessment
- Strengths: Independent director with cross-company board leadership; chairs Nominating & Governance, signaling strong governance orientation; active committee service (Audit, Compensation) and adequate attendance; robust policies on hedging/pledging and clawbacks bolster alignment .
- Alignment: Director pay is modestly cash-based with option-heavy equity retainer, aligning incentives with stock performance; 2025 policy increases annual option grants (55,000) but preserves FMV pricing and service-contingent vesting .
- Potential conflicts: No related-party transactions disclosed involving Dr. Epstein. Interlocks with Illumina (and Fate’s Chairman’s ILMN history) and Veracyte merit monitoring for any vendor/customer relationships; Audit Committee oversight of related-party transactions mitigates risk .
- Dilution sensitivity: Company seeks increased authorized shares and option pool; elevated three-year average burn rate (6.32%) vs peer median (6.22%) reflects broader equity usage—investors should monitor board equity grant sizing under amended policy for dilution discipline .
RED FLAGS to watch: Expanded equity authorization/plan share increase (potential dilution), interlock optics with Illumina, and continued reliance on options for director equity; however, no Epstein-specific related-party or hedging/pledging concerns disclosed .