Bob Smith
Gossamer BioAbout Bob Smith
Bob Smith is Chief Commercial Officer (CCO) at Gossamer Bio, Inc., serving since December 2023; age 56 as of April 28, 2025; B.B.A. in Marketing from Texas A&M University . Prior roles include National Sales Lead at Merck (2023), President of LTM Pharma Consulting, and Senior Vice President of Sales at Actelion through 2018, where he led all U.S. sales operations and commercial readiness functions . Company pay-versus-performance data show total shareholder return (TSR) outcomes of $117 (2021), $22 (2022), and $9 (2023) for an initial fixed $100 investment, contextualizing the equity alignment environment for executives during his onboarding period . The company prohibits hedging and pledging of stock and maintains a clawback policy consistent with SEC/Nasdaq rules, supporting alignment and risk control .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merck & Co. | National Sales Lead preparing for potential U.S. launch of sotatercept (PAH) | 2023 | Launch preparedness for PAH market entry |
| LTM Pharma Consulting | President | Not disclosed | Built strategic brand, launch, and organization plans for pre-commercial rare disease companies |
| Actelion | Senior Vice President of Sales; ELT member | Through 2018 | Led all U.S. sales operations (sales, training, operations, advocacy, key customer engagement, territory management) |
| Nuvelo; Johnson & Johnson; Bristol-Myers Squibb | Marketing and sales leadership roles (cardiovascular franchises) | Not disclosed | Commercial leadership across cardiovascular portfolios |
External Roles
No public company directorships or external board roles disclosed for Bob Smith .
Fixed Compensation
| Component | 2023 | Notes |
|---|---|---|
| Base Salary | $450,000 | Established at hire for 2023 |
| Target Bonus % of Base | 40% | Not eligible for 2023 annual bonus due to December start |
| Sign-on Bonus | $175,000 total; $100,000 paid at commencement; remainder on first anniversary | Subject to repayment if voluntary termination without good reason or for cause within first year |
| 2023 SCT Line Items | Salary $35,795; Sign-on $100,000; Option Awards $1,195,050; Total $1,330,845 | Grant-date fair value per ASC 718; no 2023 non-equity incentive due to eligibility |
Performance Compensation
Company Annual Performance Framework (context for executive incentives)
| Metric | Weighting | Target Context | Actual Performance | Weighted Performance |
|---|---|---|---|---|
| 2023: Phase 3 first patient enrolled (seralutinib) | 25% | Q3 2023 target | Achieved in Q4 2023 | 10% |
| 2023: 20 Phase 3 sites activated | 25% | 20 sites | Exceeded stretch goal (≥25 sites) | 35% |
| 2023: Advance alternative formulation | 5% | Execution milestone | Achieved | 5% |
| 2023: Submit Phase 2 topline to high-tier journal | 5% | Submission | Submitted to Lancet | 5% |
| 2023: Regulatory meetings with FDA/EMA | 10% | Timely engagements | Achieved | 10% |
| 2023: Phase 3 quality readiness | 5% | Readiness achieved | Achieved | 5% |
| 2023: Out-licensing (non-seralutinib) | 5% | Execute transaction | Not achieved | 0% |
| 2023: Secure financing for Phase 3 PAH | 20% | Financing | Achieved | 20% |
| 2023 Overall Corporate Achievement | — | — | 90% payout basis | 90% |
| 2024: PROSERA enrollment | 40% | Screening/enrollment goals | Achieved substantial portion | 35% |
| 2024: PDCO (EMA) PIP agreement | 10% | Open-label design agreement | Favorable outcome | 10% |
| 2024: FDA feedback on PH-ILD Phase 3 | 10% | Design feedback | Achieved | 10% |
| 2024: Commercial readiness gap assessment & plan | 5% | Completion | Achieved | 5% |
| 2024: Joint U.S. commercial plan (partner) | 10% | Plan agreement | Achieved | 10% |
| 2024: Global partnership | 20% | Execute collaboration | Chiesi deal entered May 2024 | 20% |
| 2024: Global development plan under partnership | 5% | Plan agreement | Achieved | 5% |
| 2024 Overall Corporate Achievement | — | — | 95% payout basis | 95% |
Note: Bob Smith’s individual annual bonus payout amounts for 2024 were not disclosed; program weights indicate corporate performance is the majority driver for NEOs (100% for CEO; 70% for other NEOs), with subjective individual modifiers where applicable .
Equity Awards (Bob Smith)
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| 12/4/2023 | Stock Options | 1,500,000 | $0.97 | 25% at first anniversary; balance monthly over 36 months (subject to continuous service) | 12/4/2033 |
Equity Ownership & Alignment
| Date | Direct/Trust Shares | Options Exercisable ≤60 Days | Notes |
|---|---|---|---|
| April 16, 2024 | 0 (none) | 0 (none) | Newly hired; no near-term exercisables as of record date |
| April 28, 2025 | 25,000 (direct or family trust) | 562,500 | Included within “all directors and executive officers as a group” footnote; indicates vesting progress |
Additional alignment policies:
- Stock ownership guidelines: executives targeted at 1x base salary; compliance timelines set from appointment; specific compliance status for Bob not disclosed .
- Pledging/hedging: prohibited under Insider Trading Compliance Policy (no margin purchases, short sales, or derivatives) .
- Clawback: company maintains clawback policy to recover erroneously awarded incentive compensation upon accounting restatements per SEC/Nasdaq .
Employment Terms
| Provision | Standard (No Change-in-Control) | Change-in-Control (Double Trigger within 12 months) | Other |
|---|---|---|---|
| Severance cash | 9 months base salary | 12 months base salary + target annual bonus | Pay timing subject to release and IRC timing rules |
| Health benefits | Up to 9 months paid premiums | Up to 12 months paid premiums | — |
| Equity vesting | No automatic full acceleration; death/disability: greater of 50% of unvested or 9 months’ scheduled vesting accelerates | Full acceleration of all unvested equity | Section 280G “better-of” cutback applies |
| Sign-on bonus clawback | $175,000 sign-on subject to repayment if voluntary quit without good reason or termination for cause within first year | — | — |
| Definitions | “Cause,” “Good Reason,” “Change in Control” substantially align with CEO letter and plan definitions | — | — |
Compensation Peer Group (Program Benchmarking)
Peer selection anchored to U.S. biopharma in Phase 2–3 with market caps $100–$800M, headcount 50–400, and relevant geographies; used to set target pay positioning around 50th percentile for cash and ~62nd percentile for equity value . 2024 peer group includes: ACELYRIN, Alector, Allakos, Allogene, AlloVir, AnaptysBio, Annexon, Atea, aTyr Pharma, Erasca, Fulcrum, Kodiak Sciences, Mersana, Mineralys, Poseida, RAPT, Trevi, Ventyx, Zentalis .
Say-on-Pay & Shareholder Feedback
2025 Annual Meeting outcomes: Say-on-pay supported (For: 125,358,485; Against: 3,769,651; Abstain: 472,930; Broker non-votes: 47,116,188), and the Amended & Restated 2019 Plan approved (For: 87,795,419; Against: 41,469,393; Abstain: 336,254; Broker non-votes: 47,116,188) .
Compensation Structure Analysis
- Equity-heavy, multi-year vesting; no tax gross-ups; double-trigger CIC benefits; clawback policy; hedging/pledging prohibited – all favorable alignment features .
- 2023 option repricing occurred under the 2019 Plan (CFO participated), reflecting a willingness to use repricing mechanisms to retain/motivate; Bob was hired post-repricing .
- 2025 Restated Plan increased share reserve (+11,350,000), extended evergreen to 2035, and explicitly permits option/SAR repricing without shareholder approval, which introduces dilution risk and potential governance scrutiny despite other best-practice features and “no single-trigger” language .
Risk Indicators & Red Flags
- Plan-level repricing authority and enlarged share reserve/evergreen could elevate dilution and governance risk if used extensively .
- No pledging/hedging by policy; no related-party transactions disclosed involving Bob Smith; no legal proceedings disclosed in these documents involving Bob .
- Option-heavy compensation implies sensitivity to share price trajectories and potential insider selling pressure as tranches vest; Bob had 562,500 options exercisable within 60 days as of April 28, 2025 .
Equity Ownership & Vesting Schedules (Detail)
| Instrument | Grant | Tranche Mechanics | First Vest | Fully Vested |
|---|---|---|---|---|
| 1,500,000 options @ $0.97 | 12/4/2023 | 25% at Year 1; remaining monthly over 36 months | 12/4/2024 (by schedule) | 12/4/2027 (by schedule) |
Note: First/fully vested dates shown per standard schedule described in the proxy for options granted; all vesting contingent on continuous service .
Employment Contracts, Severance, and Change-of-Control Economics
- Double-trigger CIC: full acceleration of unvested equity plus 12 months salary and target bonus, and paid health premiums up to 12 months .
- Standard termination: 9 months salary and paid health premiums up to 9 months; partial acceleration only upon death/disability .
- Good reason/cause definitions standard across executive letters; Section 280G “better-of” cutback applies .
Investment Implications
- Alignment: Bob’s equity-centric pay and prohibition on hedging/pledging support long-term alignment; as of April 2025 he holds 25,000 shares and 562,500 near-term exercisable options, indicating material skin-in-the-game increasingly tied to commercialization execution for seralutinib .
- Retention: Four-year vesting on a 1.5M option grant and double-trigger CIC protections reduce near-term retention risk; sign-on clawback in year one further reinforced early tenure retention .
- Trading signals: Progressive option vesting may create periodic supply from potential exercises; monitor Form 4 activity for sell-to-cover or discretionary sales as key commercial milestones approach; plan-level repricing capacity and expanded share reserve increase dilution risk if more equity is issued broadly .
- Performance linkage: Corporate goals for 2024 explicitly included commercial readiness and partner-aligned U.S. commercial plans, aligning Bob’s remit with bonus frameworks; however, his individual bonus payout was not disclosed, so tie to cash outcomes cannot be assessed from these documents .