Michelle Robertson
GERONAbout Michelle Robertson
Executive Vice President, Chief Financial Officer and Treasurer of Geron since September 25, 2023; previously CFO at Editas Medicine and Momenta Pharmaceuticals with extensive finance leadership across Baxalta, Ironwood, and Genzyme. Education: B.S. in Finance and A.S. in Accounting and Management from Bentley University; year of birth 1967 . Tenure highlights at Geron include leading a $150M equity financing (March 2024) and $250M cash synthetic royalty/debt financings (November 2024), supporting the U.S. launch of RYTELO with Q4 2024 net product sales of $47.5M and $76.5M since launch, and contributing to corporate goals achievement (125% factor) tied to annual bonuses . Company TSR (per pay-versus-performance disclosure) reached $222.64 for 2024 versus peer TSR of $93.49, while net income remained negative, reflecting investment in commercialization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Editas Medicine, Inc. | Chief Financial Officer & Treasurer | 2020–2023 | Raised ~$500M to fund transition into late-stage development; led capital strategy . |
| Momenta Pharmaceuticals, Inc. | Chief Financial Officer | 2018–2020 | Led finance through strategic restructuring ahead of J&J acquisition . |
| Baxalta Inc. | Vice President, Oncology Finance | 2015–2016 | Supported acquisition/commercialization of Oncaspar; post spin-off finance leadership . |
| Ironwood Pharmaceuticals, Inc. | Head of FP&A and Operations Excellence | 2012–2015 | Positioned finance for commercial launch of Linzess . |
| Genzyme (Sanofi Genzyme) | Finance & Commercial Operations roles | ~1996–2012 | Led integration of acquired oncology assets; built commercial ops for five global products . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verastem, Inc. | Board Director; Chair, Audit Committee | 2021–present | Audit oversight; financial expertise for oncology pipeline . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $141,346 | $540,800 |
| Target Bonus % of Salary | 45% (per employment agreement) | 45% |
| Actual Bonus Paid ($) | $126,194 | $292,000 |
| 2024 Base Salary Change | — | +3% vs 2023 base |
Performance Compensation
Annual Cash Incentive Structure and Outcome (2024)
| Metric | Weighting | Target Factor | Actual Factor | Payout Contribution |
|---|---|---|---|---|
| Corporate Goal Achievement | 50% | 100% | 125% | Contributed to total 54% of salary bonus |
| Individual Performance | 30% | 100% | 125% | Contributed to total 54% of salary bonus |
| Corporate Values | 20% | 100% | 100% | Contributed to total 54% of salary bonus |
| Result | — | — | — | Awarded 54% of salary (i.e., $292,000 on $540,800 base) |
Equity Awards and Vesting
| Grant Type | Grant Date | Shares | Exercise Price | Vesting Schedule | Expiration | Status/Notes |
|---|---|---|---|---|---|---|
| Time-based Stock Options | 09/25/2023 | 1,350,000 | $2.17 | 12.5% at 6 months; remaining in 42 monthly installments | 09/24/2033 | Ongoing monthly vesting |
| Performance-based Stock Options (FDA approval milestone) | 09/25/2023 | 250,000 | $2.17 | Vests upon FDA approval of first imetelstat indication | 09/24/2033 | Vested in full June 2024 on FDA approval |
| Annual Time-based Stock Options | 02/14/2024 | 850,000 | $2.10 | 48 equal monthly installments from grant date | 02/13/2034 | Ongoing monthly vesting |
| RSUs (cumulative under 2018 Plan) | Various (cumulative) | 110,000 | N/A | Plan-defined; fungible counting at 1.3 shares per RSU (post 5/31/2023) | N/A | RSUs in 2025 annual mix (25% of value) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 940,625 options exercisable within 60 days; less than 1% of outstanding shares . |
| Options Outstanding (12/31/2024) | Exercisable: 421,875 (2023 grant) + 250,000 (performance) + 177,083 (2024 grant) = detailed per table; Unexercisable: 928,125 (2023 grant) + 672,917 (2024 grant) . |
| Option Exercises in 2024 | None by Ms. Robertson . |
| Hedging/Pledging | Prohibited under insider trading policy (no short sales, options, hedging, margin, or pledging) . |
| Trading Plans | Directors and executive officers are required to use Rule 10b5-1 plans for trades, with quarterly blackout periods . |
| Stock Ownership Guidelines | Not disclosed; no data found [Search unsuccessful]. |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement Effective Date | September 25, 2023 . |
| Base Salary & Target Bonus at Hire | $525,000 base; 45% target bonus; $125,000 sign-on bonus (repayable if voluntary departure before 9/25/2024) . |
| Severance – Covered Termination (no CIC) | $784,160 cash + $24,706 healthcare; no option acceleration . |
| Severance – Termination Without Cause/Good Reason with CIC | $919,360 cash + $30,883 healthcare + $2,240,532 intrinsic value from option acceleration (at $3.54/share) . |
| Change-in-Control Without Termination | Option acceleration intrinsic value $2,240,532 (single-trigger equity acceleration) . |
| Clawback | Executive agreements include clawbacks; company-wide Nasdaq-compliant Clawback Policy adopted Nov 2023; recoupment if financial restatement or cause . |
| Non-compete / Non-solicit | Not disclosed in proxy; no data found. |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus directly tied to rigorous corporate goals (125% factor), individual performance (125%), and corporate values (100%), with total payout of 54% of salary; equity grants vest over time with milestone-based options vesting on FDA approval, aligning compensation with value-creating events .
- Insider selling pressure risk appears contained near-term: no 2024 option exercises; trades subject to mandatory 10b5-1 plans and prohibition on hedging/pledging; however, ongoing monthly vesting of sizable time-based grants (2023–2024) could create scheduled liquidity events to monitor .
- Change-in-control economics: single-trigger equity acceleration without termination and additional cash/healthcare in double-trigger scenarios may be perceived as shareholder-unfriendly; the intrinsic value of accelerated options for Robertson was modeled at ~$2.24M as of 12/31/2024, meriting attention in M&A contexts .
- Execution track record: Robertson materially supported Geron’s transition to commercial stage—leading capital raises ($150M equity; $250M cash from financings) and systems upgrades while the company delivered RYTELO net product revenue of $76.5M since launch; TSR disclosure indicates strong market performance versus peers, though profitability remains negative as investment continues .
Key watch items: future RSU introduction (25% of annual grant value) reduces dilution and may strengthen retention; monitor periodic 10b5-1 sales aligned to monthly vesting; evaluate CIC terms against evolving investor preferences on single-trigger acceleration .