Justin Roberts
About Justin Roberts
Justin Roberts (age 42) has served as an independent, non‑executive director of Mereo BioPharma since November 2022. He is a Partner at Rubric Capital Management LP (since its formation in 2016) with prior experience at Point72 Asset Management, Moore Capital, ZS Associates, and Lehman Brothers (M&A); he graduated with honors from Johns Hopkins University . The Board has determined Mr. Roberts is independent under Nasdaq and SEC rules; all directors met at least 75% attendance of the Board and committee meetings they served on during 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rubric Capital Management LP | Partner | 2016–present | Shareholder representative background; nominated via 2022 cooperation agreement |
| Point72 Asset Management | Investment professional | 7 years (dates not disclosed) | Public markets investing experience |
| Moore Capital Management | Investment professional | Not disclosed | Global macro/investing experience |
| ZS Associates | Consultant | Not disclosed | Analytical/consulting skill set |
| Lehman Brothers (M&A) | Investment banking analyst | Not disclosed | Transaction/M&A experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TherapeuticsMD, Inc. | Director | Current (as disclosed) | Committee roles not disclosed |
Board Governance
- Board/committee structure and roles:
- Committees: Remuneration Committee member; Nomination & Corporate Governance (NCG) Committee member .
- Chairs: Audit & Risk (Chair: Dr. Pakianathan), Remuneration (Chair: Dr. Ekblom), NCG (Chair: Mr. Wyzga), R&D (Chair: Dr. Ekblom) .
- Independence and composition: Board is majority independent; Mr. Roberts is classified as an independent director under Nasdaq/SEC rules .
- Attendance and engagement: In 2024 the Board met 5 times; Audit 6; Remuneration 5; NCG 0; R&D 0; all directors met at least 75% attendance across the Board and their committees .
- Shareholder representative context and committee representation:
- Cooperation Agreement with Rubric Capital (Oct 28, 2022) added Mr. Roberts and three others to the Board and requires at least one Rubric nominee on each Board committee .
- Extension letter (Apr 15, 2024) waived a resignation requirement for Mr. Roberts and extended the agreement through the 2025 AGM .
Fixed Compensation
| Component | Policy/Rate | Actual Paid to Roberts (2024) |
|---|---|---|
| Board annual retainer (cash or Deferred RSUs) | $39,644 member; $40,397 chair equivalent (converted at £1/$1.2546) | $0 — Mr. Roberts waived all remuneration |
| Committee fees (member/chair) | Audit: $7,527/$19,446; Remuneration: $5,520/$11,542; NCG: $4,391/$8,782; R&D: $5,018/$10,036 (converted at £1/$1.2546) | $0 — waived |
| Meeting fees | Not disclosed/applicable | $0 — waived |
| Service contract | Non‑executive service contracts include 3‑month termination notice; no early‑termination compensation | — |
Performance Compensation
| Equity Element | 2024 Director Grant Policy | Roberts 2024 Awards | Vesting/Terms |
|---|---|---|---|
| Stock options (non‑exec directors) | 45,000 ADS options per non‑exec at $3.87; time‑based monthly vesting over 1 year; no performance conditions | None — waived; no outstanding equity awards shown | N/A |
| Deferred RSUs (in lieu of cash) | Directors may elect Deferred RSUs; vest monthly over plan year; delivered 180 days post separation | None — waived | N/A |
Performance metrics tied to director pay: None disclosed; non‑executive equity awards are time‑based only (no TSR/financial metrics) .
Other Directorships & Interlocks
| Company | Capacity | Potential Interlock/Notes |
|---|---|---|
| TherapeuticsMD, Inc. | Director | No Mereo‑specific related‑party transactions disclosed tied to this role |
| Rubric Capital Management LP | Partner | Rubric is Mereo’s largest holder; Cooperation Agreement ensures committee representation; standstill limits Rubric to ≤20% beneficial ownership; Related‑Party policy governs reviews . |
Expertise & Qualifications
- Capital markets and investor perspective: Partner at Rubric (activist/shareholder representative), prior Point72/Moore; Lehman M&A grounding .
- Governance and compensation: Serves on Remuneration and NCG committees; Board deemed independent .
- Education: Johns Hopkins University, honors .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Justin Roberts | — | 0.0% | Disclaims beneficial ownership of Rubric shares except to extent of any pecuniary interest |
| Entities affiliated with Rubric Capital Management LP | 108,486,735 shares | 13.6% | Largest shareholder; standstill ≤20% beneficial ownership per Cooperation Agreement |
- Section 16(a) compliance: Company states all directors and officers complied with filing requirements in 2024 .
- Hedging/pledging: Company policy prohibits hedging and short sales by officers and directors .
- Clawback: Company adopted compensation recovery policy per Rule 10D‑1 (primarily applicable to officers) .
Governance Assessment
-
Positives for alignment and confidence
- Independence determination and governance roles: Roberts serves on Remuneration and NCG committees; Board majority independent .
- Cash/equity waiver: He waived all director remuneration and held no director equity awards in 2024—reducing personal pay conflicts and signaling alignment with shareholder outcomes .
- Policies: Hedging prohibited; clawback adopted; related‑party transactions overseen by Audit & Risk Committee under written policy .
- Shareholder support: Re‑elected in 2023 with 88.33% “For” vote, indicating broad investor acceptance at that time; directors’ pay items also received majority support (87.48% remuneration report; 83.81% remuneration policy) .
-
Watch areas and potential conflicts
- Shareholder representative on sensitive committees: As a Partner at Rubric (largest shareholder), Roberts’ service on Remuneration and NCG committees heightens perceived influence over pay, governance, and nominations; mitigants include: Board’s independence determination, a standstill capping Rubric’s ownership at 20%, and a requirement for at least one Rubric nominee on each committee disclosed transparently .
- Continuing cooperation framework: The 2024 extension specifically supported Roberts’ continued Board service through the 2025 AGM—investors should monitor post‑2025 arrangements and committee composition evolution .
Overall, Roberts brings deep investor and transactional expertise and has waived compensation—both supportive of shareholder alignment—while his Rubric affiliation and committee seats warrant ongoing monitoring for independence optics; current safeguards (standstill, related‑party policy, audit oversight) partially mitigate these risks .