Susan Molineaux
GERONAbout Susan M. Molineaux, Ph.D.
Independent Class III director at Geron Corporation since September 2012; age 71. She is currently CEO of Para Therapeutics (since April 2023) and has deep oncology drug development credentials (B.S. Biology, Smith College; Ph.D. Molecular Biology, Johns Hopkins; postdoctoral fellowship at Columbia). Her tenure spans over a decade, with prior CEO/CSO leadership roles in public and private biopharma companies, bringing clinical trial and R&D oversight expertise to Geron’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calithera Biosciences, Inc. | Co‑founder; CEO/President; Director | 2010–Mar 2023 | Led pipeline strategy and governance at a public oncology company |
| Proteolix, Inc. | CSO; CEO; CSO | 2003–2009 | Executed R&D; CEO leadership through acquisition by Onyx Pharmaceuticals |
| Rigel Pharmaceuticals, Inc. | VP Biology | 2000–2003 | Advanced inflammatory/autoimmune programs |
| Praelux, Inc. | VP Biology | 1999–2000 | Biology leadership |
| Praecis Pharmaceuticals, Inc. | VP Drug Development | 1994–1999 | Oncology drug development leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Repare Therapeutics Inc. | Director | Jun 2023–present | Compensation Committee; Science & Technology Committee |
| Cyteir Therapeutics, Inc. | Director | Dec 2020–May 2023 | Board service |
| Theravance Biopharma, Inc. | Director | Apr 2015–Apr 2022 | Board service |
| Lightstone Ventures | Scientific Advisor | Sep 2016–present | Private life sciences investment advisor role |
| Para Therapeutics, Inc. | Chief Executive Officer | Apr 2023–present | Operating executive position (private company) |
Board Governance
- Committee assignments at Geron (current): Chair, Compensation Committee (appointed Sept 1, 2024); Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Dr. Molineaux is independent under Nasdaq rules .
- Attendance and engagement: In 2024, the Board held 8 meetings; each director attended at least 75% of Board and committee meetings for which they served. Compensation Committee met 5 times; Nominating & Corporate Governance met 3 times .
- Other governance context: Chair of the Board (Elizabeth O’Farrell) is independent; committees are fully independent; Audit Committee meets with auditors outside management; robust insider trading policy and clawback framework in place .
Fixed Compensation (Non‑Employee Director Cash)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer | $50,000 | Paid quarterly; may elect shares in lieu of cash |
| Compensation Committee Chair fee | $15,000 | Chair does not also receive member fee |
| Nominating & Corporate Governance Committee member fee | $5,000 | Member fee |
| Fees earned (FY 2024) – Molineaux | $63,315 | Reported cash fees for 2024 |
Performance Compensation (Equity Awards to Directors)
| Metric | FY 2024 | Vesting/Terms | Notes |
|---|---|---|---|
| Annual option grant (shares) | 180,000 | Vests in full on earlier of next AGM or 1‑year anniversary; 10‑year term | Grant date 5/9/2024; grant date fair value $519,156 |
| Grant date fair value (USD) | $519,156 | — | FASB ASC 718 fair value |
| Option plan terms | FMV exercise price; 10‑year term | Change‑in‑control: full acceleration; disability/death: 36‑month forward vesting of portion | 2018 Equity Incentive Plan |
| Outstanding options at 12/31/2024 (shares) | 871,000 | — | Molineaux total outstanding director options |
Other Directorships & Interlocks
| Company | Relationship to Geron | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Repare Therapeutics Inc. | Unrelated | No Geron‑reported transactions; standard director compensation | Committee service: Compensation; Science & Technology |
| Theravance Biopharma, Inc. | Unrelated | Prior board service; no Geron‑reported transactions | Historical role only |
| Cyteir Therapeutics, Inc. | Unrelated | Prior board service; no Geron‑reported transactions | Historical role only |
- Geron disclosures state no family relationships among directors/executives and no third‑party compensation arrangements for directors’ board service; independence confirmed per Nasdaq standards .
Expertise & Qualifications
- Oncology and pharmaceutical R&D leadership; extensive clinical trial and drug development experience (executive roles across Calithera, Proteolix, Rigel, Praecis) .
- Academic credentials: B.S. Biology (Smith); Ph.D. Molecular Biology (Johns Hopkins); postdoc (Columbia) .
- Board‑level compensation governance (Chair of Geron Compensation Committee) and prior public company directorships in biotech .
Equity Ownership
| Category | Quantity | Notes |
|---|---|---|
| Direct/indirect shares | 130,527 | Held by the Molineaux Family Trust |
| Options exercisable within 60 days | 726,000 | Options counted as beneficial under SEC rules |
| Reported beneficial ownership % | <1% | Asterisk indicates less than 1% of outstanding shares |
| Hedging/pledging | Prohibited | Insider trading policy bans hedging/pledging and requires 10b5‑1 plans for directors |
Governance Assessment
- Alignment: Option‑based director equity, prohibition of hedging/pledging, and change‑in‑control acceleration terms align director incentives with long‑term shareholder value while preserving governance discipline (non‑employee director annual compensation cap: $750,000; $1,000,000 for initial year) .
- Effectiveness: As Compensation Committee Chair since Sept 2024, Dr. Molineaux directly shapes pay‑for‑performance design, overseeing clawback and risk assessments of compensation programs; committees met regularly (5 Compensation; 3 Nominating & Corporate Governance in 2024) indicating active oversight .
- Independence/Conflicts: Independence affirmed; Geron reports no family relationships or third‑party compensation for directors. No Geron‑reported related‑party transactions involving Dr. Molineaux; Audit Committee reviews/approves any related‑party transactions and oversees insider trading compliance .
- Attendance/Engagement: Board and committee attendance ≥75% in 2024; coupled with her committee leadership, signals strong engagement .
RED FLAGS to monitor: None disclosed at Geron regarding related‑party transactions or pledging/hedging; continue tracking compensation structure changes (equity grant size was increased in 2024) and any future interlocks if Para Therapeutics or Repare enter transactions with Geron .