Robert Spiegel
GERONAbout Robert J. Spiegel, M.D., FACP
Robert J. Spiegel, age 73, has served as an independent director of Geron since May 2010. He is a board-certified medical oncologist and former Chief Medical Officer at Schering-Plough Research Institute, with academic training at the National Cancer Institute; he holds a B.A. from Yale University and an M.D. from the University of Pennsylvania . The Board has affirmatively determined he is independent under Nasdaq rules; in 2024 each Geron director attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schering-Plough Research Institute | Chief Medical Officer & SVP; prior roles incl. Director Oncology Clinical Research, VP Clinical Research, SVP Worldwide Clinical Research | Retired 2009 after 26 years | Led global clinical development and regulatory strategy for oncology and other programs |
| PTC Therapeutics | Chief Medical Officer | Mar 2011 – Apr 2016 | Oversaw rare disease clinical development |
| National Cancer Institute / NYU Cancer Center | Medical Oncology fellowship; academic positions | 1981 – 1999 | Oncology research and clinical leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weill Cornell Medical School | Associate Professor | Current | Academic appointment |
| Warburg Pincus | Senior Advisor | Current | Private equity advisor |
| Israel Biotech Fund | Advisor | Current | Venture investment advisor |
| Ayala Pharmaceuticals | Director | Since Dec 2017 | Clinical-stage oncology company |
| RenovoRx | Director | Since Apr 2023 | Clinical-stage oncology company |
| Cyclacel Pharmaceuticals | Director | Sept 2018 – Jan 2025 | Prior public board in oncology |
| Athenex | Director | Aug 2020 – Sept 2023 | Prior public board |
| PDS Biotechnology (formerly Edge Therapeutics) | Director | Aug 2013 – Mar 2019 | Prior public board (disclosed in 2024 proxy) |
Board Governance
- Committee assignments (current): Compensation Committee member; Nominating & Corporate Governance Committee member .
- Chair roles: Former Chair of Compensation Committee (stepped down Sept 1, 2024); current Compensation Committee Chair is Dr. Molineaux .
- Independence: Board determined Dr. Spiegel is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: In 2024, Board held 8 meetings; Audit 5, Compensation 5, Nominating 3, Strategic 6; each director attended ≥75% of Board and applicable committee meetings; all directors as of May 2024 attended the 2024 annual meeting .
Fixed Compensation (Non-Employee Director)
| Year | Board Retainer (Cash) | Committee Member Fees (Cash) | Total Fees Earned | Notes |
|---|---|---|---|---|
| 2024 | $50,000 | $7,500 (Compensation member) + $5,000 (Nominating member) | $64,165 | Includes fees paid in stock in lieu of cash via 8,351 shares under the Directors’ Market Value Plan |
| 2023 | $42,500 (board retainer under 2023 policy) | $7,500 (Compensation member) + $5,000 (Nominating member) | $57,498 | Includes fees paid in stock in lieu of cash via 12,347 shares |
Policy updates effective Jan 1, 2024 increased the board member retainer to $50,000 and maintained committee member fees; new Strategic Committee fees were added (Chair $15,000; Member $7,500), though Dr. Spiegel is not a Strategic Committee member .
Performance Compensation (Equity Awards to Directors)
| Grant Date | Type | Shares | Grant-Date Fair Value | Key Terms |
|---|---|---|---|---|
| 5/9/2024 | Annual Stock Options | 180,000 | $519,156 | 10-year term; vests on earlier of next annual meeting or first anniversary; FMV exercise price; 36-month post-termination exercise; full vesting acceleration on Change in Control; partial acceleration upon death/disability |
| 12/31/2024 (FY-end) | Outstanding Options | 871,000 | — | Aggregate options outstanding as of Dec 31, 2024 |
No director performance metrics (revenue, TSR, ESG, etc.) are tied to director equity; awards are time-based options with standard plan governance including clawback applicability for awards, prohibition on repricing without shareholder approval, and non-liberal change-in-control definitions .
Other Directorships & Interlocks
| Company | Industry | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Ayala Pharmaceuticals | Oncology | Director | No Geron-related transactions disclosed; typical sector overlap – |
| RenovoRx | Oncology | Director | No Geron-related transactions disclosed |
| Cyclacel Pharmaceuticals | Oncology | Former Director | Ended Jan 2025; no Geron related-party transactions disclosed |
| Athenex | Biopharma | Former Director | Ended Sept 2023; no Geron related-party transactions disclosed |
| PDS Biotechnology | Biotech | Former Director | Ended Mar 2019 (disclosed in 2024 proxy) |
Geron reports no related-party transactions >$120,000 since Jan 1, 2024 involving directors or officers; Audit Committee reviews and approves any such transactions per charter .
Expertise & Qualifications
- Oncology drug development leadership (former CMO and SVP at Schering-Plough; ex-CMO at PTC Therapeutics) supporting clinical, regulatory and commercialization assessments for RYTELO (imetelstat) .
- Academic and venture/PE advisory roles (Weill Cornell; Warburg Pincus; Israel Biotech Fund) providing network and scientific diligence breadth .
- Board service across multiple oncology biotechs (Ayala, RenovoRx; prior Cyclacel, Athenex, PDS) adds external perspective on competitive landscape and governance .
Equity Ownership
| Holder | Shares Held Directly | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Robert J. Spiegel | 172,391 | 866,000 | 1,038,391 | <1% |
- Ownership calculation based on 636,904,470 shares outstanding as of March 1, 2025; SEC rules deem options exercisable within 60 days as outstanding for the holder .
- Insider Trading Policy prohibits hedging, short sales, pledging, and mandates Rule 10b5-1 trading plans for directors; preclearance is required for trades and quarterly blackout periods apply –.
Governance Assessment
- Independence and committee breadth: Independent director, serving on Compensation and Nominating & Corporate Governance committees; prior chair experience on Compensation enhances oversight quality .
- Engagement: Attendance threshold met (≥75% in 2024); Board and committees met regularly, indicating active governance; all directors attended 2024 annual meeting .
- Alignment: Director compensation mix is primarily options that vest time-based; 2024 policy increased annual option grant from 125,000 to 180,000 shares and raised cash retainer, increasing overall director pay levels—monitor dilution and burn rate but note non-repricing policy and clawback coverage .
- Related-party/conflicts: Company reports no related-party transactions >$120,000; Audit Committee oversees such matters .
- Shareholder signals: Prior say-on-pay support at ~92.1% in 2023 indicates generally positive investor sentiment on compensation governance; continue to monitor future votes .
RED FLAGS
- Late Section 16 Form 4 filing (June 28, 2024) for shares received in lieu of cash fees—administrative lapse rather than substantive misconduct, but a compliance reminder .
- Multiple external directorships in oncology could strain time allocation; attendance metrics mitigate concern, but continued monitoring of engagement is warranted .
Insider Trades (Disclosure Highlights)
| Item | Date | Description | Notes |
|---|---|---|---|
| Form 4 (late filing) | 06/28/2024 | Reported acquisition of shares in lieu of cash director fees | Company disclosed one late Form 4 for Dr. Spiegel due to administrative error |
| Shares in lieu of cash (aggregate) | 2024 | 8,351 shares issued under Directors’ Market Value Plan | Corresponds to fees paid in stock in 2024 |
Director Compensation Policy Snapshot (Context)
- Cash: Board member $50,000; Compensation Committee member $7,500; Nominating member $5,000; Chair premiums apply where relevant (Spiegel not a current chair) .
- Equity: Annual director option grants 180,000 shares; initial grant 270,000 shares for new directors; 10-year term, FMV strike; 36-month post-termination exercise; vesting accelerates on Change in Control; dividends not paid on unvested awards; no repricing without shareholder approval .
- Non-Employee Director Compensation Limit (subject to shareholder approval of Amended 2018 Plan): $750,000 annually ($1,000,000 for first-year directors) .
Say-on-Pay & Shareholder Feedback (Context)
- 2023 say-on-pay approval: Approximately 92.1% of votes cast supported the executive compensation program; Compensation Committee maintained program direction in light of strong support .
Related Party Transactions
- None: Since January 1, 2024, Geron reports no related-party transactions >$120,000 involving directors or officers; Audit Committee oversees policy and approvals .