Thomas Cusack
HERON THERAPEUTICS, INC. /DE/About Thomas Cusack
Thomas “Tom” Cusack is a non-employee director appointed to Heron Therapeutics’ Board on October 27, 2025, with a term expiring at the 2026 Annual Meeting. He brings over 20 years of investment management and corporate finance experience, including Managing Director at Starboard Value LP (2011–2025) and investment banking roles at Barclays Capital and Lehman Brothers focused on TMT M&A (2006–2011). He holds a B.S. in Finance & Accounting from NYU’s Stern School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starboard Value LP | Managing Director | 2011–2025 | Led investment evaluations and governance engagements; worked with boards/management to improve performance |
| Barclays Capital / Lehman Brothers | Investment Banker (M&A, TMT) | 2006–2011 | Executed strategic transactions in technology, media and telecom sectors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships were disclosed in Heron’s appointment 8-K or accompanying press release |
Board Governance
| Governance Attribute | Details |
|---|---|
| Appointment date | October 27, 2025 |
| Term | Through the 2026 Annual Meeting; then until successor elected/qualified |
| Committee assignment | Nominating & Corporate Governance Committee (member) |
| Independence and conflicts | Appointed as non-employee director; 8-K states no direct or indirect material interest requiring Item 404(a) disclosure; Investor appointee structure requires “independent” qualification for replacements under NASDAQ/SEC standards per Cooperation Agreement |
| Appointment context | Appointed pursuant to an August 8, 2025 Cooperation Agreement with Rubric Capital; company agreed to include investor appointee on 2026 slate and maintain Board size at seven during the cooperation period |
- Engagement signals: Cooperation Agreement permits confidential engagement between the investor and the Board/CEO; includes standstill and non-disparagement covenants through February 12, 2026 or as otherwise defined .
- Expense reimbursement: Company to reimburse the investor up to $200,000 for reasonable documented out-of-pocket expenses related to seeking Board representation and the agreement .
Fixed Compensation
Heron’s standard non-employee director cash compensation for 2024 (paid quarterly; prorated for partial year) as described in the 2025 proxy:
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Paid quarterly, in arrears |
| Lead Independent Director Retainer | $25,000 | Increased for 2025 to align with market norms (amount not disclosed) |
| Audit Committee Chair | $20,000 | — |
| Audit Committee Member | $10,000 | — |
| Compensation Committee Chair | $15,000 | — |
| Compensation Committee Member | $7,500 | — |
| Nominating & Corporate Governance Chair | $10,000 | — |
| Nominating & Corporate Governance Member | $5,000 | Relevant to Cusack’s current assignment |
Performance Compensation
Heron’s standard non-employee director equity program (as described for 2024 service):
| Award Type | Shares (#) | Vesting Schedule |
|---|---|---|
| Initial Option Award | 227,272 | Vests monthly over 4 years from grant |
| Initial RSU Award | 37,879 | Vests quarterly over 4 years from grant |
| Annual Option Award | 83,685 | Vests monthly over 1 year from grant (Jan 19, 2024 for 2024 awards) |
| Annual RSU Award | 13,948 | Vests after 1 year from grant (Jan 19, 2024 for 2024 awards) |
- Mr. Cusack will receive non-employee director compensation in accordance with Heron’s standard program described in the April 30, 2025 proxy; specific 2025 grant sizes/dates for his appointment were not disclosed in the 8-K .
- Performance metrics: No director-specific performance metrics tied to equity awards are disclosed; awards vest based on service time .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Investor appointee | Appointment tied to Cooperation Agreement with Rubric Capital (Board expanded to 7; appointee included on 2026 slate) |
| Interlocks | None disclosed with Heron’s competitors, suppliers, or customers in the appointment 8-K/press release |
Expertise & Qualifications
- Corporate governance and activist investor experience from Starboard Value; board-level engagement with management teams .
- Deep corporate finance and M&A background in TMT sectors from Barclays/Lehman .
- Finance & Accounting degree from NYU Stern .
Equity Ownership
- Beneficial ownership, RSU/option holdings, and pledging/hedging status for Mr. Cusack were not disclosed in the October 29, 2025 8-K or press release; 8-K affirms no Item 404(a) related-party transactions involvement at appointment .
Governance Assessment
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Positive indicators:
- Independent, non-employee appointment with no material related-party transactions disclosed at appointment .
- Governance-focused profile (Starboard Value) suggests board effectiveness in strategic oversight and performance improvement .
- Standard director compensation with capped annual value under the 2007 Plan ($750,000, $1.5M initial-year cap) .
-
Watch items and potential conflicts:
- Investor-appointed director via Cooperation Agreement, including standstill/non-disparagement and reimbursement to investor—monitor alignment with all shareholders and independence in committee work .
- Committee assignment to Nominating & Corporate Governance may involve evaluation of future investor nominees; independence safeguards are referenced in the agreement (replacement directors must qualify as independent) .
-
Shareholder sentiment context:
- Say-on-Pay support declined to ~83% for 2023 compensation (voted in 2024) vs. ~98% prior year, prompting Compensation Committee review—useful backdrop for broader governance and investor engagement .
-
Compensation structure governance:
- Use of time-vested options and RSUs for directors; transparent cash retainer and committee fee schedule; independent compensation consultant (Compensia) advising the program .
Overall, Cusack’s appointment adds capital markets and governance acumen; the investor-appointed context warrants monitoring for potential influence dynamics, but disclosures indicate non-employee status and no 404(a) conflicts at entry, with committee placement in Nominating & Governance providing a direct channel to board composition and governance processes .