Adrian Senderowicz
About Adrian M. Senderowicz
Independent director at Puma Biotechnology (PBYI) since August 2015; age 61. An oncologist and former FDA Division of Oncology leader with deep clinical development and regulatory expertise. Education: M.D. and Instructor of Pharmacology degree, School of Medicine, Universidad de Buenos Aires (Argentina). Current outside role: Senior Advisor, Constellation Pharmaceuticals; prior CMO roles at Constellation, Cerulean, and Ignyta; earlier senior regulatory/clinical roles at Sanofi, Tokai, AstraZeneca, FDA, and NCI/NIH .
Past Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Constellation Pharmaceuticals, Inc. | Senior Advisor (previously SVP & CMO) | Senior Advisor since Jun 2020; CMO Jul 2017–Jun 2020 |
| Cerulean Pharma Inc. | SVP & Chief Medical Officer | Sep 2015–Jun 2017 |
| Ignyta, Inc. | CMO & SVP Clinical Dev. and Regulatory Affairs; then Clinical & Regulatory Strategy Officer | Aug 2014–Feb 2015; Feb 2015–Mar 2015 |
| Sanofi | Vice President, Global Regulatory Oncology | Sep 2013–Aug 2014 |
| Tokai Pharmaceuticals, Inc. | Chief Medical Officer & VP, Medical Development | Aug 2012–Mar 2013 |
| AstraZeneca | Roles of increasing responsibility, Oncology Clinical Development | Aug 2008–Mar 2012 |
| U.S. FDA, Division of Oncology Drug Products (CDER) | Various leadership positions | c. 4 years prior to 2008 |
| NCI/NIH (incl. Prostate Cancer Drug Development Clinic) | Coordinator; Investigator & Chief, Molecular Therapeutics Unit | Prior to FDA service |
External Roles
- Senior Advisor, Constellation Pharmaceuticals, Inc. (oncology) .
Board Governance
- Independence: Board determined Dr. Senderowicz is independent under NASDAQ/SEC and company guidelines .
- Committees and roles:
- Research & Development Committee: Chair; oversight of pipeline, clinical risk, and product development disclosures .
- Nominating & Corporate Governance Committee: Member .
- Attendance: In FY2024, all directors attended at least 75% of Board and committee meetings; Board held 4 meetings and regular executive sessions of independent directors .
- Lead Independent Director: Jay M. Moyes .
- Related-party oversight: Audit Committee reviews and approves related-party transactions; oversees cybersecurity risk .
- Insider policy: Pledging and hedging prohibited; margin purchases, short sales, and derivatives transactions in company stock prohibited .
Fixed Compensation (Director Pay Structure and 2024 Earned)
| Component | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $50,000 | Annual, paid quarterly |
| Committee Chair Retainer (R&D) | $15,000 | Annual |
| Committee Member Retainer (Nominating & Gov.) | $5,000 | Annual |
| 2024 Cash Fees Earned (Senderowicz) | $70,000 | Matches board + R&D chair + Nominating member |
| 2024 Annual RSU Award (value) | $83,430 | 27,000 RSUs granted Jun 18, 2024; value capped by 27,000-share limit |
| 2024 Total (Cash + Equity) | $153,430 | As reported in Director Compensation Table |
Program terms: non-employee directors receive an annual RSU award targeted at $300,000 but capped at 27,000 shares; vests in full on the earlier of one-year from grant or the next annual meeting .
Performance Compensation
Directors receive time-based RSUs; no performance/metric-linked director equity.
| Item | Detail |
|---|---|
| Equity vehicle | Time-based RSUs; annual grant; vests on earlier of 1-year or next annual meeting |
| 2024 Grant | 27,000 RSUs on Jun 18, 2024 (ASC 718 value $83,430) |
| Performance metrics | None disclosed for director equity; not performance-vested |
Other Directorships & Interlocks
- No other public company directorships for Dr. Senderowicz are disclosed in the 2025 proxy beyond PBYI .
- Board independence affirmed; Nominating and Corporate Governance Committee monitors potential conflicts .
Expertise & Qualifications
- Extensive oncology clinical development and regulatory background (FDA Division of Oncology leadership; NCI/NIH) .
- Serves as Chair of PBYI’s R&D Committee (scientific/medical oversight credential) .
- Advanced scientific education (M.D.; pharmacology) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Adrian M. Senderowicz | 104,604 | <1% | Includes 27,000 stock awards vesting within 60 days of Apr 21, 2025, and options to purchase 77,604 shares exercisable within 60 days . |
Director ownership guidelines: As of Feb 2025, directors must reach ownership ≥ 3x annual cash retainer by Dec 31, 2029 (or 5 years from appointment if later); those serving ≥3 years had met prior 10,000-share guideline as of Dec 31, 2024 .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-17 | 2025-06-13 | Sale (S) | 27,000 | $3.40 | 27,000 | https://www.sec.gov/Archives/edgar/data/1401667/000143774925020717/0001437749-25-020717-index.htm |
| 2025-06-13 | 2025-06-11 | Award (A) | 27,000 | $0.00 | 54,000 | https://www.sec.gov/Archives/edgar/data/1401667/000143774925020362/0001437749-25-020362-index.htm |
| 2024-06-21 | 2024-06-18 | Award (A) | 27,000 | $0.00 | 27,000 | https://www.sec.gov/Archives/edgar/data/1401667/000143774924021020/0001437749-24-021020-index.htm |
| 2024-06-17 | 2024-06-13 | Sale (S) | 27,000 | $3.3266 | 0 | https://www.sec.gov/Archives/edgar/data/1401667/000143774924020570/0001437749-24-020570-index.htm |
Notes:
- Pattern shows annual director RSU awards around the annual meeting and subsequent open-market sale of 27,000 shares near vesting/meeting dates; remaining holdings reflect award timing and vesting cadence under the director program (program terms) and Form 4s above.
Governance Assessment
- Board effectiveness: Independent; active committee leadership as R&D Chair with direct oversight of clinical pipeline and development risk, including reviews related to NERLYNX trial closures and alisertib development—relevant to execution risk and disclosure quality .
- Engagement/attendance: At least 75% attendance in FY2024; Board held executive sessions regularly—supports independent oversight .
- Alignment and incentives: Director pay balanced between cash ($70k in 2024) and equity (27,000 RSUs; $83,430 ASC 718 value), with robust stock ownership guidelines extended to 3x retainer by 2029; company prohibits hedging/pledging—positive for shareholder alignment .
- Conflicts/related-party safeguards: Audit Committee approves any related-party transactions; no conflict issues identified in his biography/committee profile; independence reaffirmed annually .
- Shareholder sentiment signal: Say-on-Pay approval ~96% in 2024, indicating broad investor support for compensation governance (for executives; reflective of overall governance posture) .
Overall view: Dr. Senderowicz brings differentiated FDA and oncology development expertise, chairs the R&D Committee, and is independent with solid attendance. Compensation and ownership policies reduce misalignment risk; insider transactions appear routine around annual awards. No specific red flags disclosed regarding related-party dealings, pledging, or attendance shortfalls .