R. Michael Carruthers
About R. Michael Carruthers
Independent director (Class II) at OnKure Therapeutics, Inc. (OKUR); age 67 as of March 31, 2025. Joined the OKUR board at merger close in 2024 after serving on Legacy OnKure’s board since March 2021. Currently Chief Financial Officer of Edgewise Therapeutics (NASDAQ: EWTX); prior long-tenured public company CFO and designated “financial expert” under SEC rules. Education: B.S. in accounting (University of Colorado Boulder) and MBA (University of Chicago) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgewise Therapeutics (EWTX) | Chief Financial Officer | Sep 2020–present | Public company CFO |
| OnKure Therapeutics (Legacy) | Consulting Chief Financial Officer | Mar 2019–May 2021 | Supported finance transition pre-merger |
| Elevation Oncology (ELEV) | Director | May 2021–present | Board member |
| Brickell Biotech | Chief Financial Officer | Dec 2017–Oct 2020 | Public company CFO |
| ClinOne | Chief Financial Officer | Aug 2018–May 2020 | CFO of clinical trial mgmt co. |
| Nivalis Therapeutics | Interim President; CFO & Secretary | Jan 2017–Aug 2017; Feb 2015–Aug 2017 | Public company leadership |
| Array BioPharma | Chief Financial Officer | Dec 1998–Feb 2015 | Public company CFO |
| Sievers Instruments | Chief Financial Officer | Prior to Array | CFO of instrumentation co. |
| Dover Corp (Waukesha division) | Treasurer and Controller | Prior to Sievers | Division finance leadership |
| Coopers & Lybrand (PwC predecessor) | Senior Auditor | Early career | Audit background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgewise Therapeutics (NASDAQ: EWTX) | Chief Financial Officer | Sep 2020–present | Finance leadership |
| Elevation Oncology (NASDAQ: ELEV) | Director | May 2021–present | Board oversight |
Interlock note: Valerie M. Jansen (OKUR director) served as Elevation Oncology CMO (Oct 2021–Mar 2025), indicating potential information network ties with Carruthers’ board service at ELEV .
Board Governance
- Independence: Board determined Carruthers is independent under Nasdaq listing standards .
- Term: Class II director; current term expires at 2026 annual meeting .
- Committee assignments:
- Audit Committee: Chair; designated “financial expert”; members include Carruthers, Andrew Phillips, Isaac Manke; Audit Committee met 4 times in FY2024 .
- Compensation and Nominating: Not listed as member .
- Attendance: In FY2024, the Board held 8 meetings; each director attended at least 75% of Board and committee meetings for the periods they served .
- Executive sessions: Non‑employee directors meet in executive session periodically per Nasdaq rules .
- Risk oversight: Audit Committee oversight includes financial reporting controls, disclosure controls, legal/regulatory compliance, cybersecurity, related-party reviews, and enterprise risk policies; Compensation and Nominating committees oversee compensation risk and governance conflicts, respectively .
Fixed Compensation
| Component (FY2024 actual) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 43,740 |
| Total Cash Fees | 43,740 |
Director cash compensation policy (post-merger; effective at close):
- $40,000 annual retainer (non-employee director) .
- $15,000 annual retainer (Audit Committee Chair) .
- $7,500 annual retainer (Audit Committee member) .
- Directors may elect to receive RSUs in lieu of future cash retainers; no outside directors elected RSUs for 2024 .
Performance Compensation
| Equity Award (FY2024 grants/policy) | Shares | Grant/Effective Date | Vesting | Notes |
|---|---|---|---|---|
| Option Award (Closing Award) | 15,300 | Oct 4, 2024 | 1/36 monthly over 36 months | Granted to each non-employee director at merger close; exercise price = FMV on grant; exercisable post S-8 effectiveness (Dec 9, 2024) |
| Annual Option Award (policy) | 7,650 | First trading day after each Annual Meeting | Vests in full by next Annual Meeting or 1-year anniversary | Prorated for partial-year service; exercise price = FMV |
| RSU in lieu of cash retainers (election) | Formula-based | Quarterly (if elected) | Fully vested at grant | Optional election; none elected for FY2024 |
| Change-in-control treatment (director awards) | n/a | n/a | Accelerates 100% at change in control | Full vesting for director awards granted while serving as non-employee director |
No director performance metrics (revenue, EBITDA, TSR, ESG) tied to director compensation are disclosed; director equity awards are service-based, not performance-based .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Elevation Oncology (NASDAQ: ELEV) | Director | Interlock with OKUR director Valerie Jansen (former ELEV CMO) | Potential information flow; no related-party transactions disclosed with ELEV |
| Edgewise Therapeutics (NASDAQ: EWTX) | CFO | No disclosed transactions with OKUR | Employment role; Board affirmed Carruthers’ independence |
Expertise & Qualifications
- Designated “financial expert” under SEC rules; serves as Audit Committee Chair .
- Extensive public company CFO tenure (Array BioPharma 1998–2015; multiple biopharma CFO roles) and audit background (Coopers & Lybrand) .
- Education: B.S. in accounting (University of Colorado Boulder); MBA (University of Chicago) .
- Industry experience: Biopharma finance, strategic planning, capital markets .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (Class A) | 7,004 shares; <1% |
| Components included in beneficial count | 4,972 options exercisable within 60 days; 2,032 RSUs vesting within 60 days |
| Outstanding awards (12/31/2024) | 4,065 RSUs; 18,384 options |
| Hedging/pledging status | Company policy prohibits hedging and pledging of company securities by directors and officers |
Governance Assessment
- Board effectiveness: Carruthers’ finance acumen and SEC “financial expert” designation strengthen audit oversight; chaired Audit Committee during auditor transition (EY dismissed Nov 7, 2024; KPMG engaged) — an area of investor scrutiny; no disagreements or reportable events disclosed with EY, and KPMG independence affirmed .
- Independence and attendance: Board confirmed independence; attendance met or exceeded 75% thresholds; supports engagement quality .
- Compensation mix and alignment: FY2024 comp skewed toward equity (option grant-date fair value $247,557 vs cash fees $43,740), aligning incentives with shareholder value; equity awards are service-based, with robust change-in-control vesting for directors per policy .
- Potential conflicts: External roles at EWTX (CFO) and ELEV (director) are disclosed; Board assessed independence and found no impairing relationships. Notable interlock via OKUR director Valerie Jansen’s prior CMO role at ELEV; no related-party transactions disclosed involving Carruthers or those entities .
- Risk indicators: Insider policy forbids hedging/pledging; no loans, tax gross-ups, or option repricing disclosed; Related-person transactions reviewed by Audit Committee; sublease with Ambros Therapeutics approved under policy unrelated to Carruthers .
- RED FLAGS: None disclosed specific to Carruthers. Monitor for any future overlaps between OKUR and companies where Carruthers holds executive/board roles (EWTX/ELEV) and for continued robust audit committee oversight following auditor change .