Valerie Jansen
About Valerie M. Jansen, M.D., Ph.D.
Independent director; age 47; joined the OnKure Therapeutics (OKUR) board at the October 4, 2024 merger closing. Career spans CMO and clinical development leadership at Elevation Oncology, Mersana Therapeutics, Eli Lilly, and academic roles at Vanderbilt; education includes BA Chemistry (Maryville College), Ph.D. Molecular Sciences (University of Tennessee Health Science Center), and M.D. (University of Chicago Pritzker). Board service is Class II with current term expiring at the 2026 annual meeting. Core credentials: oncology clinical development, trial design, and translational medicine.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elevation Oncology (NASDAQ: ELEV) | Chief Medical Officer | Oct 2021 – Mar 2025 | VP Clinical Development Apr 2021–Oct 2021; oncology drug development leadership. |
| Mersana Therapeutics (NASDAQ: MRSN) | Executive Medical Director | Jan 2020 – Apr 2021 | ADC development experience. |
| Eli Lilly (NYSE: LLY) | Senior Medical Advisor | Sep 2017 – Jan 2020 | Large-cap pharma clinical advisory. |
| Vanderbilt University Medical Center | Adjunct Instructor in Medicine | Up to Jul 2018 (overall employment Jul 2010–Jul 2018) | Academic clinical medicine and research. |
External Roles
No other current public company directorships disclosed for Dr. Jansen.
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Chair is Isaac Manke. Not a member of Audit or Compensation Committees.
- Independence: Board determined Dr. Jansen is independent under Nasdaq standards.
- Attendance: In FY2024, each director attended at least 75% of board and applicable committee meetings; Nom/Gov did not meet in 2024.
- Board leadership: Andrew Phillips is Chair; CEO is Nicholas Saccomano; roles are separated.
Fixed Compensation
2024 director compensation (partial-year post-merger):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $10,729 |
| Option Awards (grant-date fair value) | $247,557 |
| Total | $258,286 |
Director cash retainer policy (effective at merger; annualized amounts):
- Non-employee director retainer: $40,000 per year.
- Committee fees: Nom/Gov Chair $8,000; Nom/Gov member $4,000 per year.
- Additional fees: Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000.
- RSU in lieu of cash: allowed by election; no directors elected RSUs for 2024.
Performance Compensation
Equity awards and terms:
| Grant | Shares/Units | Vesting | Exercise/Term | Notes |
|---|---|---|---|---|
| Closing Award (stock options) | 15,300 options | Equal monthly over 36 months, subject to service | Max 10-year term; exercise price = FMV at grant; exercisable after S-8 effective Dec 9, 2024 | Granted automatically at merger closing (Oct 4, 2024) |
| Annual Award (stock options) | 7,650 options potential per year (post-AGM) | Vests in full by next AGM or 1-year anniversary | Max 10-year term; exercise price = FMV at grant | Prorated if service <12 months preceding grant |
Change-in-control: Non-employee director equity fully accelerates upon a change in control if the director remains in role immediately prior to the event.
No director performance-based metrics (TSR, revenue, ESG, etc.) are disclosed; director equity vests time-based.
Other Directorships & Interlocks
- Network interlock: R. Michael Carruthers (OKUR Audit Chair) serves on Elevation Oncology’s board, while Dr. Jansen was Elevation’s CMO through March 2025, indicating potential information-flow networks.
- No related-party transactions disclosed involving Dr. Jansen.
Expertise & Qualifications
- Oncology clinical development leadership across biotech and large pharma; trial design and translational research expertise.
- Degrees: BA Chemistry (Maryville College), Ph.D. Molecular Sciences (University of Tennessee HSC), M.D. (University of Chicago Pritzker).
- Academic experience at Vanderbilt University Medical Center.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Class A) | 2,550 shares (via options exercisable within 60 days) |
| Ownership % of Class A | <1% (*) |
| Options Outstanding | 15,300 |
| RSUs Outstanding | None |
Policy alignment and safeguards:
- Hedging, short sales, derivatives trading, and pledging of company securities are prohibited for directors under insider trading policy.
Governance Assessment
- Strengths: Independent status; relevant oncology clinical development expertise; service on Nom/Gov committee; formal prohibition on hedging/pledging enhances alignment; clear equity acceleration rules disclose potential CIC outcomes.
- Compensation alignment: Director pay is a mix of modest cash and time-vested options; ability to elect RSUs in lieu of cash, though none did in 2024; no performance metrics tied to director pay, which is typical.
- Engagement: FY2024 attendance threshold met; Nom/Gov did not meet (reflective of merger transition), suggesting limited committee activity in 2024; monitor 2025 engagement levels.
- Potential watch items/RED FLAGS: Network interlock with Elevation (Carruthers board seat; Jansen prior CMO) warrants awareness for potential perceived conflicts or information flows, though no related-party transactions disclosed; change-in-control full acceleration of director equity may be viewed as shareholder-unfriendly if not justified by market practice but is common in biotech.