Robert J. Gould
About Robert J. Gould
Robert J. Gould, Ph.D., age 70, has served on Fulcrum Therapeutics’ board since July 2016, including roles as President & CEO (2016–2021) and interim CEO (Jan–Jun 2023). He is currently an operating partner at Khosla Ventures, with prior leadership at Epizyme (CEO) and senior roles at Merck, plus scientific leadership at the Broad Institute. He holds a B.A. from Spring Arbor University, a Ph.D. from the University of Iowa, and completed postdoctoral studies at Johns Hopkins University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulcrum Therapeutics | Director | Jul 2016–present | Long-tenured director; deep company knowledge from prior CEO service |
| Fulcrum Therapeutics | President & CEO | Jul 2016–Mar 2021 | Led company through clinical and corporate milestones |
| Fulcrum Therapeutics | Interim President & CEO | Jan–Jun 2023 | Transitional leadership before appointment of current CEO |
| Epizyme, Inc. | President & CEO; Director | Mar 2010–Sep 2015; Director 2010–2016 | Grew a clinical-stage biopharma; board oversight |
| Broad Institute (MIT/Harvard) | Director of Novel Therapeutics | Dec 2006–Mar 2010 | Led translational science initiatives |
| Merck | Vice President, Licensing & External Research (after 23-year tenure) | Various (culminating in VP role) | Business development and external innovation leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Khosla Ventures | Operating Partner | Sep 2021–present | Early-stage company formation and portfolio support |
| Turnstone Biologics Corp | Director | Current | Public company board; oncology biotechnology focus |
| Epizyme, Inc. | Director | 2010–2016 | Governance during growth and clinical progress |
Board Governance
- Committee assignments: Chair, Science & Technology Committee; member alongside Colin Hill and Alan Ezekowitz .
- Independence status: Not independent under Nasdaq rules due to interim CEO service through June 2023 .
- Board and committee attendance: Board met 7 times in 2024; each director attended ≥75% of board and committee meetings while serving . All then-serving directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least twice a year; board chair (Kate Haviland) is independent .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 50,000 | Consistent with board member retainer ($40k) plus Science & Technology Committee member ($5k) and chair increment ($5k) |
| Option awards (grant-date fair value) | 167,559 | Equity compensation under 2019 Plan; time-based vesting |
| Total | 217,559 | 2024 director compensation summary |
Director fee schedule (policy-level):
| Role/Committee | Member Annual Fee ($) | Chair Incremental Annual Fee ($) |
|---|---|---|
| Board of Directors | 40,000 | 30,000 |
| Audit Committee | 7,500 | 7,500 |
| Compensation & HCM Committee | 5,000 | 5,000 |
| Nominating & Governance Committee | 4,000 | 4,000 |
| Science & Technology Committee | 5,000 | 5,000 |
Performance Compensation
| Equity Program | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial director grant (pre-2025 program) | 60,000 options | 2.7778% monthly over 36 months | Time-based; granted upon initial appointment/election |
| Annual director grant (pre-2025 program) | 30,000 options | Full cliff vest at 1 year or before next AGM | Granted after annual meeting if ≥6 months of service |
| Revised program (effective Jan 24, 2025) | Initial 72,000 options; Annual 36,000 options | Initial: monthly over 36 months; Annual: 1-year cliff | Change enhances equity alignment; options accelerate on specified change-in-control |
2024 equity metrics (Robert J. Gould):
- Options outstanding (12/31/2024): 655,532 shares .
- 2024 option grant fair value recognized: $167,559 .
- Program mechanics: All director options issued at fair market value on grant date and accelerate upon specified change-in-control .
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlocks/Conflicts Noted |
|---|---|---|---|
| Turnstone Biologics Corp | Director | Public biopharma | No interlocks disclosed with Fulcrum’s comp committee; none reported |
| Epizyme, Inc. | Former Director | Public biopharma | Historical role; no current interlocks |
Compensation committee interlocks: None reported among current or 2024 committee members; no Fulcrum executives served on other companies’ boards/comp committees creating interlocks .
Expertise & Qualifications
- Deep biopharma leadership (CEO Epizyme; VP Merck; Broad Institute translational science) .
- Long-tenured Fulcrum insider with prior CEO and interim CEO service, offering domain and company-specific expertise .
- Scientific governance leadership as Science & Technology Committee chair overseeing R&D strategy and pipeline reviews .
Equity Ownership
| Metric | Value | As-of Date |
|---|---|---|
| Total beneficial ownership (shares) | 1,125,396 | Mar 31, 2025 |
| Ownership (% of outstanding) | 2.1% | Mar 31, 2025 |
| Breakdown: common shares | 499,864 | Mar 31, 2025 |
| Breakdown: options (exercisable ≤60 days) | 625,532 | Mar 31, 2025 |
| Options outstanding (policy disclosure) | 655,532 | Dec 31, 2024 |
Policy alignment:
- Anti-hedging and anti-pledging policy prohibits hedging and pledging, with rare exceptions requiring demonstrable repayment capacity; applies to directors .
- Compensation recovery (clawback) policy effective Nov 2023; administered by the Compensation & HCM Committee; applies per Nasdaq Rule 10D-1 framework .
Governance Assessment
- Board effectiveness and engagement: As Science & Technology Committee chair, Gould provides strong R&D oversight and strategic input; board attendance thresholds were met in 2024 (≥75%) and directors attended the 2024 annual meeting, supporting engagement .
- Independence and potential conflicts: Gould is not independent under Nasdaq rules due to interim CEO service in 2023—this can be perceived as a governance risk for roles requiring independence; he is appropriately not seated on audit or compensation committees, mitigating independence-sensitive conflicts .
- Ownership alignment: Material beneficial ownership (2.1%) enhances “skin-in-the-game”; no pledging or hedging disclosed, consistent with policy .
- Director compensation mix: Balanced cash retainer plus at-risk equity via options; vesting is time-based (no performance metrics), and options only have value with share price appreciation, aligning incentives with shareholder outcomes .
- Compensation process and safeguards: Use of independent consultant (Aon) with no conflicts identified; policies include anti-hedging/pledging and clawback, reinforcing investor protections .
RED FLAGS
- Non-independence classification due to recent interim CEO role (per Nasdaq rules) .
- Time-based equity for directors lacks explicit performance metrics; while common for boards, it reduces direct pay-for-performance linkage versus performance-based units .
Potential related-party/transactions
- No related person transactions involving Gould disclosed in 2023–2025; RA Capital and other holder transactions noted but unrelated to Gould .