Robert J. Ciaruffoli
About Robert J. Ciaruffoli
Independent director and Lead Independent Director at Medicus Pharma (MDCX), age 73, serving on the board since September 2023. He is a CPA with a B.S. in Accounting from King’s College and has been designated the Audit Committee Financial Expert; he previously served as Chairman & CEO of Parente Beard/Baker Tilly and on the board and executive committee of Baker Tilly International . He currently chairs MDCX’s Audit Committee and is a member of the Compensation and Corporate Disclosure Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parente Beard / Baker Tilly (accounting and advisory) | Chairman & CEO | Not disclosed | Leadership of audit/advisory firm; relevant to financial oversight |
| Baker Tilly International | Board member and executive committee | Not disclosed | Global network governance exposure |
| Pennsylvania State Board of Accountancy | Past Chairman | Not disclosed | Regulatory/accounting oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Broad Street Angels | Co‑founder & Chairman | 2016–Present | Angel investor network leadership |
| Ben Franklin Technology Partners | Board member | Present | Innovation investment organization board service |
Board Governance
- Independence and leadership: The board determined Ciaruffoli is independent; he serves as Lead Independent Director, with a written position description adopted by the board .
- Committee assignments: Chair, Audit Committee (financial expert); Member, Compensation Committee; Member, Corporate Disclosure Committee .
- Auditor oversight: Under his Audit Chair tenure, MDCX changed auditors twice (MNP→EisnerAmper on Dec 19, 2024; EisnerAmper→KPMG on Jun 4, 2025) based on Audit Committee recommendations; the Audit Committee report is signed by him as Chair .
- Meeting cadence and responsibilities: Audit Committee must meet at least quarterly and has authority over related-party transactions, financial reporting, risk/control oversight, and direct auditor communications .
- D&O insurance: Company carries $10,000,000 of D&O coverage; 2024 premium was $299,733 .
Fixed Compensation (Director, 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual board retainer (cash) | $50,000 | Paid in quarterly installments |
| Lead Independent Director premium | $10,000 | Annual cash premium |
| Audit Committee Chair fee | $15,000 | Audit Chair receives $15,000; other chairs $10,000 |
| Board/committee meeting fees | Included in “Fees earned” | Compensation consists of annual retainers and meeting fees, paid quarterly |
| Fees earned (reported for 2024) | $75,000 | Matches $50k + $10k Lead + $15k Audit Chair |
| Total director compensation (2024) | $105,257 | Includes option award fair value below |
Performance Compensation (Director, 2024)
| Element | Detail | Value/Terms |
|---|---|---|
| Option-based award (grant-date fair value) | 2024 director equity grant (options) | $30,257 |
| Vehicle and plan | Equity Incentive Plan allows Options and RSUs; options may have up to 10-year terms; RSUs cannot vest within 1 year | |
| Vesting / performance metrics | RSUs may include performance criteria at Committee discretion; no director-specific performance metrics disclosed for 2024 awards | Not disclosed for directors |
Note: Director compensation at MDCX is primarily fixed retainers plus equity, with no disclosed performance-to-pay metrics for non-employee directors in 2024 .
Other Directorships & Interlocks
- No current public company directorships for Ciaruffoli are disclosed in the proxy. The company notes it tracks other public directorships but has not adopted a director interlock policy .
Expertise & Qualifications
- CPA; B.S. in Accounting (King’s College), designated Audit Committee Financial Expert .
- Former Chairman & CEO of major accounting/advisory firm; global network governance experience (Baker Tilly International) .
- Leadership in innovation/angel investing ecosystems (Broad Street Angels; Ben Franklin Technology Partners) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 45,000, including 32,500 shares underlying currently exercisable stock options |
| Ownership as % of outstanding | <1% (asterisked in company table) |
Governance Assessment
- Strengths:
- Independent Lead Director and Audit Chair with deep accounting and audit leadership; formally designated financial expert—enhances oversight of reporting, controls, and related-party review .
- Compensation Committee member but not chair, reducing concentration of influence; director pay structure is modest cash retainer plus equity, aligning some interests with shareholders .
- Watch items / potential red flags:
- Auditor turnover in quick succession (MNP→EisnerAmper→KPMG within ~6 months) warrants scrutiny; while the changes were Audit Committee recommended, frequent auditor changes can pressure investor confidence and will put focus on the Audit Chair’s rationale and oversight .
- Related-party arrangements at the company (e.g., CEO services via RBx and significant monthly reimbursements) increase the importance of rigorous Audit Committee oversight to mitigate conflict-risk; Ciaruffoli’s role squarely covers this .
- Director ownership is below 1%, which may be viewed as limited alignment; the proxy does not disclose director stock ownership guidelines or pledging prohibitions for directors (no disclosure found) .
- The board has not adopted director term limits or an interlock policy (though it monitors outside directorships), which some investors view as governance soft spots .
Appendix: Committee Map (as of proxy date)
| Committee | Role |
|---|---|
| Audit Committee | Chair; Financial Expert |
| Compensation Committee | Member (Chair: Frank Lavelle) |
| Corporate Disclosure Committee | Member |