Rohan Palekar
About Rohan Palekar
Rohan Palekar (age 59 as of April 25, 2025) is an independent Class III director of Neurogene Inc. (NGNE), serving since March 2022; he is Chair of the Compensation Committee and a member of the Audit Committee . He is CEO and a director of 89bio, Inc. (Nasdaq: ETNB) since June 2018, and previously held senior commercial and operating roles at Avanir Pharmaceuticals, Medivation, and Johnson & Johnson; he holds an MBA from Dartmouth’s Tuck School, B.Com. and LLB from the University of Mumbai, and is a Chartered Accountant and Cost and Management Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avanir Pharmaceuticals (acquired by Otsuka) | President & CEO (2015–2017); EVP & COO (2015); SVP & Chief Commercial Officer (2012–2015) | 2012–2017 | Led company post-acquisition; responsible for commercial/operations |
| Medivation | Chief Commercial Officer | 2008–2011 | Oversaw commercial, CMC, medical affairs, PR functions |
| Johnson & Johnson | Various senior commercial/strategic management roles | ~16+ years | Large-cap pharma leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| 89bio, Inc. (Nasdaq: ETNB) | Chief Executive Officer and Director | Since June 2018 | Public company CEO/director |
| Aim High for High School (non-profit) | Trustee; Chair of Board of Trustees | 2018–2023; Chair 2021–2023 | Education-focused non-profit leadership |
Board Governance
- Independence: The Board determined Mr. Palekar is an independent director under Nasdaq rules .
- Committee assignments (2024): Compensation Committee (Chair); Audit Committee (member) .
- Committee meeting cadence (2024): Audit (4 meetings); Compensation (4); Nominating & Corporate Governance (3) .
- Attendance: In 2024, the Board held 5 meetings and no director attended <75% of Board and committee meetings while serving; all directors attended the 2024 annual meeting .
- Classified board: NGNE has a staggered board; Palekar is Class III with term expiring at the 2026 annual meeting .
Fixed Compensation
- Non-employee director cash policy (2024): $40,000 annual Board retainer; committee fees—Audit Chair $15,000 / member $7,500; Compensation Chair $10,000 / member $5,000; Nominating Chair $8,000 / member $4,000; paid quarterly in arrears .
- March 2025 policy update: Increased certain committee retainers—Comp Chair $12,000, Comp member $6,000, Nominating Chair $10,000, Nominating member $5,000; Audit member to $8,000; Board and Audit Chair amounts unchanged .
| 2024 Director Cash Fees (Palekar) | Amount ($) |
|---|---|
| Board retainer | 40,000 |
| Audit Committee member | 7,500 |
| Compensation Committee Chair | 10,000 |
| Total cash fees earned (reported) | 57,500 |
Performance Compensation
- Equity structure: New non-employee directors receive an initial option grant of 15,400 options vesting monthly over three years; annual equity grant of 7,700 options vesting in full on the earlier of the first anniversary or next annual meeting, subject to continued service .
- 2024 equity received (reported fair value): Option awards $605,134 for Mr. Palekar .
- Outstanding options (12/31/2024): 28,100 options for Mr. Palekar .
| 2024 Director Equity (Palekar) | Grant size | Vesting | Grant-date fair value ($) |
|---|---|---|---|
| Initial option (Jan 2024) | 15,400 | Equal monthly over 3 years | Included in total below |
| Annual option (June 2024) | 7,700 | Full vest by next AGM/1-year anniversary | Included in total below |
| Total option awards (2024 reported) | — | — | 605,134 |
Other Directorships & Interlocks
- Current public company board: 89bio, Inc. (CEO and director) .
- Compensation Committee interlocks: The proxy discloses none; no NGNE executive serves on another company’s compensation committee where any NGNE Compensation Committee member is an executive .
- Time commitments: NGNE guidelines expect executive officers of public companies to serve on no more than two public boards including NGNE; Palekar appears within this limit (89bio + NGNE) .
Expertise & Qualifications
- Senior operating and commercial leadership in biopharma (Avanir CEO/COO/CCO; Medivation CCO; J&J senior roles) .
- Financial and governance credentials (MBA—Tuck; Chartered Accountant; Cost and Management Accountant) .
- Current CEO experience at a listed biotech (89bio) brings market-facing and capital allocation perspective to Compensation Committee leadership .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of 4/16/2025) | 19,544 shares (consists of options exercisable within 60 days) |
| Percent of shares outstanding | <1% (asterisked in table) |
| Options outstanding (12/31/2024) | 28,100 |
| Pledging/hedging | Insider Trading Policy prohibits short sales, derivatives, and hedging; no specific pledging by Palekar disclosed in proxy . |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting results: Say-on-pay received 7,721,866 For; 3,174,484 Against; 104,448 Abstain (approx. 70.9% support of For/(For+Against)), indicating moderate shareholder support .
- Equity plan and ESPP amendments: Equity Plan amendment—8,067,746 For; 2,829,550 Against; 103,502 Abstain; ESPP amendment—10,794,908 For; 101,329 Against; 104,561 Abstain .
| Proposal (2025 AGM) | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Say-on-Pay (advisory) | 7,721,866 | 3,174,484 | 104,448 | 480,734 |
| 2023 Equity Incentive Plan amendment | 8,067,746 | 2,829,550 | 103,502 | 480,734 |
| 2023 ESPP amendment | 10,794,908 | 101,329 | 104,561 | 480,734 |
Related-Party Transactions (Palekar-specific)
- The proxy and related-party section list transactions (e.g., Nov 5, 2024 $200M private placement) and investor agreements; no related-party transactions involving Mr. Palekar were disclosed .
Compensation Committee Analysis
- Composition (2024): Palekar (Chair), Sarah B. Noonberg (member) .
- Consultant: Aon plc was engaged in 2024 to advise on executive and director compensation .
- Interlocks: None in prior three years per proxy disclosure .
- Policy features impacting governance: Clawback policy applies to awards; equity plan allows, at the administrator’s discretion, reduction of option/SAR exercise prices or exchange/regrants without shareholder approval (a governance watch item) .
Governance Assessment
-
Positives
- Independent director with deep operating/commercial credentials; serves as Compensation Committee Chair and Audit member, enhancing board oversight of pay and financial reporting .
- Attendance/engagement signals are acceptable (no director below 75% attendance; all directors attended 2024 AGM) .
- Use of independent compensation consultant (Aon) and presence of clawback and anti-hedging policies align with governance best practices .
-
Watch items / potential investor considerations
- 2025 say-on-pay support (~70.9%) suggests moderate—not strong—shareholder endorsement of executive pay; Compensation Committee (chaired by Palekar) may face expectations to address investor feedback ahead of the next cycle .
- Equity plan permits option/SAR repricing or exchanges without shareholder approval, which some investors view as shareholder-unfriendly; monitoring how (or if) this authority is used is prudent .
- Time commitments: Palekar is a sitting public-company CEO (89bio) and NGNE director; NGNE’s policy caps executive officers at two public boards (including NGNE), and his roles appear within this limit .
-
Conflicts/related-party exposure
- No related-party transactions involving Palekar were disclosed; no compensation committee interlocks disclosed .