Charles Rowland
About Charles Rowland
Charles Rowland (age 66) has served as an independent Class III director of Generation Bio (GBIO) since July 2018; his current term expires at the 2026 annual meeting. He is the chair of the Audit Committee and is designated an “audit committee financial expert.” Rowland’s background includes service as CEO and director of Aurinia Pharmaceuticals (2014–2017); he holds a B.S. from Saint Joseph’s University and an MBA from Rutgers University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aurinia Pharmaceuticals Inc. | Chief Executive Officer and Director | Jan 2014 – Feb 2017 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viking Therapeutics, Inc. | Director (current) | Since Jul 2016 | Not disclosed |
| Blueprint Medicines Corporation | Director (prior) | Mar 2015 – Apr 2022 | Not disclosed |
| Orchard Therapeutics plc | Director (prior) | Jun 2018 – Jan 2024 | Not disclosed |
| Nabriva Therapeutics plc | Director (prior) | Jan 2015 – Dec 2024 | Not disclosed |
Board Governance
- Independence: The board determined all directors except the CEO are independent; Rowland is independent under Nasdaq rules .
- Board leadership: Roles of Chair and CEO are separated; independent directors meet in executive session at least twice a year .
- Board meetings and attendance: The full board met five times in 2024; every director attended at least 75% of board and committee meetings on which they served .
- Classification: Rowland is a Class III director; term expires at the 2026 annual meeting .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit Committee | Chair | 5 | Independent; Rowland is “audit committee financial expert” |
| Talent Committee | Not a member | 4 | — |
| Nominating & Corporate Governance | Not a member | 2 | — |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned in Cash ($) | $55,000 |
Non-Employee Director Fee Schedule (effective Apr 1, 2024):
- Board of Directors: Member annual fee $40,000; Board Chair annual fee $30,000 .
- Audit Committee: Member annual fee $7,500; Chair annual fee $7,500 .
- Talent Committee: Member annual fee $7,500; Chair annual fee $7,500 .
- Nominating & Corporate Governance: Member annual fee $4,000; Chair annual fee $4,000 .
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Option Awards (grant-date fair value, $) | $166,476 |
Equity program and terms:
- Annual grant for non-employee directors: Option to purchase 30,000 shares each annual meeting, vesting 100% on the earlier of first anniversary or next annual meeting; exercise price = fair market value on grant date; 10-year term .
- Initial grant for newly elected directors: 60,000 options, vest monthly over 36 months .
Other Directorships & Interlocks
- Current public company board: Viking Therapeutics (Director) .
- No related person transactions involving Rowland are disclosed in GBIO’s related party section; oversight of related person transactions resides with the Audit Committee .
Expertise & Qualifications
- Audit and finance: Designated “audit committee financial expert” by the board .
- Executive leadership: Former CEO of Aurinia Pharmaceuticals .
- Education: B.S., Saint Joseph’s University; MBA, Rutgers University .
- Life sciences experience: Extensive finance and operations experience across biopharma boards and executive roles .
Equity Ownership
| Metric | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 748,418 |
| Ownership (% of outstanding) | 1.1% |
| Directly Held Shares | 534,757 |
| Options Exercisable within 60 days | 213,661 |
| RSUs Exercisable within 60 days | Not disclosed / none indicated |
| Shares Pledged | Company policy prohibits pledging; no pledging permitted |
Additional context:
- As of Dec 31, 2024, Rowland had 213,661 shares subject to outstanding options per director compensation footnote .
Governance Assessment
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Strengths:
- Chairs Audit Committee; recognized as audit committee financial expert, enhancing financial oversight, internal controls, cybersecurity and related-party transaction review .
- Independent director; separation of Chair and CEO with executive sessions supports board effectiveness and independent oversight .
- Attendance threshold met (≥75% of board and committee meetings), signaling engagement .
- Anti-hedging and pledging policy, no tax gross-ups, and equity award repricing prohibitions improve shareholder alignment and reduce governance risk .
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Potential investor confidence considerations:
- GBIO disclosed Nasdaq minimum bid price deficiency and proposed reverse stock split to maintain listing, a market risk context the board must navigate; as Audit Chair, Rowland’s oversight of disclosures and risk controls is salient .
- Director equity program was increased in 2024 (higher option grants), which can improve alignment but also raises total director equity awards; transparency of terms and annual vesting mechanics are clear .
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Conflicts/related parties:
- No GBIO-related party transactions disclosed that involve Rowland; Audit Committee oversees any such transactions per policy .
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Overall: Rowland’s audit leadership, independence, and attendance support board effectiveness. Policy framework on hedging/pledging and repricing reduces red flags; monitoring capital market listing risks and compensation mix changes remains important for investor confidence .