Roelof Rongen
About Roelof Rongen
Roelof Rongen (age 60) is an independent, non‑employee director of GRI Bio, Inc., serving since April 2023. He is a serial biotech entrepreneur and R&D/commercial leader; current roles include CEO of Adolore BioTherapeutics (since July 2022), Founder/CEO of Innovative Molecules (since June 2019), and Managing Member of AsteRx Pharma Consulting (since September 2018). He holds an M.Sc. in Engineering (Molecular Sciences, Biotechnology/Bio‑Process Technology) from Wageningen University (Netherlands) and an MBA from Kellogg School of Management (Northwestern University) . He is nominated to continue as a Class II director through the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Matinas BioPharma (NYSE: MTNB) | Founder; progressed company to public; departed | 2012–Mar 2018 | Led omega‑3/lipid-crystal nano‑particle drug delivery; contributed to Humira/Lovaza development history |
| Trygg Pharma (Aker Group) | Executive Vice President | 2010–2012 | Facilitated Aker Group’s entry into Rx omega‑3; sale to FMC |
| Reliant Pharmaceuticals (acq. by GSK) | VP IP & Portfolio Management | Not disclosed | In‑licensed Lovaza; led development and pre‑launch |
| BASF Pharma (acq. by Abbott/AbbVie) | Global Product Director, Humira & Immunology | Not disclosed | Global strategy and program leadership |
| Arthur D. Little; The Wilkerson Group | Consultant | Not disclosed | Technology innovation and biotech/pharma consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adolore BioTherapeutics | Chief Executive Officer | Jul 2022–present | Gene therapy company CEO |
| Innovative Molecules | Founder & Chief Executive Officer | Jun 2019–present | Founder/operator |
| AsteRx Pharma Consulting | Managing Member | Sep 2018–present | Advisory/consulting |
No current public company directorships are disclosed; prior founder/executive history at Matinas BioPharma (public) until March 2018 .
Board Governance
- Independence: Board determined Rongen is independent under SEC/Nasdaq standards; only CEO (W. Marc Hertz) and David Baker are non‑independent .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member and Chair. Compensation Committee is chaired by Camilla V. Simpson; Rongen is not a member .
- Board structure: 5 directors; independent Chair (David Szekeres); 3 independent directors; independent directors meet without management .
- Attendance: 100% board and committee meeting attendance for all directors in 2024 (5 board meetings; 11 committee meetings) and 100% in 2023 (3 board meetings) .
- Tenure/class: Class II; nominated for re‑election to serve through 2028 .
Fixed Compensation
| Year | Cash Retainer (Board + Committees) | Chair Fees | Option Awards ($ fair value) | Total |
|---|---|---|---|---|
| 2024 | $57,500 | Included (Nom/Gov Chair) | $0 | $57,500 |
| 2023 | $40,171 | Included (Nom/Gov Chair) | $89,264 | $129,435 |
Director fee framework (current policy):
- Annual cash retainers: Board $40,000; Audit $7,500; Compensation $6,000; Nominating & Corporate Governance $5,000; any retainer may be elected as stock options in lieu of cash .
- Chair adders: Audit Chair $15,000; Compensation Chair $12,000; Nominating & Corporate Governance Chair $10,000; Board Chair $30,000; chair retainers may be taken in options .
Performance Compensation
| Grant Date | Type | Shares/Units | Vesting Schedule | Notes |
|---|---|---|---|---|
| Aug 10, 2023 | Non‑employee director stock options | 378 | 8.33% at grant; 8.33% each subsequent full quarter (12 quarters) | Aggregate grant date fair value = $89,264 |
| Jan 2025 | Non‑employee director stock options | 1,782 | Vested in full at grant | Granted to each director other than the Chair; Chair received 3,055; all vested immediately |
| Expected (post‑2025 meeting) | Non‑employee director stock options | 5,994 | 4,044 shares vest at grant; 1,950 vest quarterly over 1 year | Subject to stockholder approval of plan amendment |
No performance‑based equity (PSUs) or director performance metrics are disclosed for directors; awards are time‑based options under the A&R 2018 Plan .
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles |
|---|---|---|
| None disclosed (public companies) | — | — |
| Adolore BioTherapeutics | CEO | — |
| Innovative Molecules | Founder/CEO | — |
| AsteRx Pharma Consulting | Managing Member | — |
| Prior: Matinas BioPharma (public) | Founder; progressed to public company; departed | — |
No related-party transactions involving Rongen are disclosed; all related-party transactions require Audit Committee review per policy .
Expertise & Qualifications
- Deep biotech commercialization and portfolio leadership; integral to Humira and Lovaza commercialization history .
- Governance experience as Nom/Gov Chair; oversight of governance guidelines and succession planning .
- Technical education (M.Sc. Engineering in Molecular Sciences) and MBA; multi‑functional experience across R&D, IP, portfolio management, and consulting .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Outstanding | Composition & Notes |
|---|---|---|---|
| Jun 30, 2025 | 1,799 | <1% | Options exercisable within 60 days (vested); no common shares disclosed; aggregate directors/executives owned 0.86% collectively |
| Aug 1, 2024 | 158 | <1% | Options exercisable within 60 days (vested) |
- Hedging/pledging: Prohibited under Insider Trading Policy; directors may not hedge or pledge company stock or hold in margin accounts .
- Ownership guidelines: Not disclosed.
- Shares pledged: None disclosed; policy prohibits pledging .
Insider Trades
| Period | Proxy/filings noted Form 4 transactions for Rongen |
|---|---|
| 2023–2025 | None disclosed; the company reports all Section 16(a) filing requirements were met (no delinquencies) |
Governance Assessment
-
Strengths
- Independent director with chair role on Nominating & Corporate Governance; robust attendance (100%) indicates engagement .
- Audit Committee membership alongside an audit committee financial expert (Chair David Szekeres), supporting oversight quality .
- Clear prohibition on hedging/pledging supports ownership alignment; no related‑party transactions involving Rongen disclosed .
-
Watch items / RED FLAGS
- Significant reliance on option grants and repeated equity plan share increases (600,000 in 2024; 400,000 in 2025) that materially raise equity overhang (to 17.1% in 2024; would be 14.44% in 2025 if approved), which may dilute shareholders and can be perceived as governance risk if not clearly tied to value creation .
- Nasdaq minimum bid price non‑compliance (Sept 2024) and successive reverse split authorizations (June 2024; February 2025) reflect capital markets fragility; while not attributable to Rongen individually, they heighten overall governance scrutiny .
- Director equity is time‑based, not performance‑conditioned; alignment could be strengthened with longer vesting horizons or performance‑based equity to reinforce pay‑for‑performance for directors .
Overall, Rongen’s committee leadership, independence, and attendance support board effectiveness; equity plan dilution and market‑listing pressures warrant continued monitoring of compensation design and capital structure decisions .
Appendix: Committee Membership Summary
- Audit Committee: Members — David Szekeres (Chair), Camilla V. Simpson, Roelof Rongen .
- Compensation Committee: Members — David Szekeres, Camilla V. Simpson (Chair) .
- Nominating & Corporate Governance Committee: Members — Camilla V. Simpson, Roelof Rongen (Chair) .