Brian Stuglik
About Brian Stuglik
Independent director since July 2020; age 65. Former CEO of Verastem (2019–2023), with 30+ years in oncology commercialization and global marketing. B.S. in Pharmacy from Purdue University, bringing deep product strategy and commercialization expertise relevant to PBYI’s oncology franchise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verastem, Inc. | Chief Executive Officer | Jul 2019 – Jul 2023 | Led oncology biopharma; strategic operator experience |
| Eli Lilly (Oncology) | VP & Chief Marketing Officer | 2009 – Dec 2015 | Global commercialization and market strategy leadership |
| Proventus Health Solutions | Founder & Consultant | Jan 2016 – Present | Advises on product strategy and commercialization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verastem, Inc. | Director | Sep 2017 – Present | Prior CEO; ongoing board service |
| Oncopeptides AB (Sweden) | Director | May 2018 – Present | Oncology biotech board member |
Board Governance
- Independence: Board determined Stuglik is independent under NASDAQ and SEC standards .
- Committee assignments: Chair, Compensation Committee; Member, Research & Development Committee .
- Committee effectiveness:
- Compensation Committee met 5 times in FY2024; uses independent consultant (Compensia); committee report signed by Stuglik (Chair) .
- Research & Development Committee meets at least quarterly; oversees clinical pipeline risk; Stuglik meets scientific/medical expertise requirements under the charter .
- Attendance: Board held 4 meetings in FY2024; all directors attended ≥75% of Board and committee meetings; most directors attended the 2024 annual meeting (two exceptions due to unforeseen circumstances) .
- Board structure: Combined CEO/Chair; Lead Independent Director (Moyes) presides over executive sessions; independent director executive sessions held regularly .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $50,000 | Director compensation program |
| Compensation Committee Chair retainer | $15,000 | Chair fee |
| Research & Development Committee member retainer | $7,500 | Member fee |
| Reported fees earned (cash) | $72,500 | As disclosed in Director Compensation Table |
Performance Compensation
| Equity Award (2024) | Grant Date | Units | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual RSU Award | Jun 18, 2024 | 27,000 | $83,430 | Vests in full on earlier of one-year anniversary or next annual meeting, subject to continued service; capped at 27,000 shares even if $300k target implied |
- Program terms: Annual RSU grant targeted at $300,000 using 30-day average stock price, capped at 27,000 shares; cap has resulted in < $300,000 grant value for past three years .
- No director performance metrics (TSR/EBITDA/etc.) are tied to director equity awards; RSUs are time-based .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Verastem, Inc. | Oncology biopharma | Director; former CEO | Same therapeutic area as PBYI; no related-party transactions disclosed; Audit Committee reviews/approves any such transactions per policy |
| Oncopeptides AB | Oncology biotech | Director | International oncology peer; no related-party transactions disclosed |
Expertise & Qualifications
- Commercialization/Sales/Marketing; Senior executive leadership; Financial/accounting or audit; Regulatory and risk management as per Board skills matrix .
- Pharmacy degree provides technical grounding in therapeutic products .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Brian Stuglik | 170,011 | <1.0% | 49,058 shares held; 27,000 RSUs vesting within 60 days; 93,953 options exercisable within 60 days |
| Policy safeguards | — | — | Pledging and hedging of Company stock prohibited for directors |
| Ownership guidelines | — | — | Revised Feb 2025: directors to hold ≥3x annual cash retainer by Dec 31, 2029 (RSUs count; options do not). Directors with ≥3 years on Board met the prior 10,000-share guideline as of Dec 31, 2024 . |
Say-on-Pay & Shareholder Sentiment (context for Compensation Chair)
| Vote | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (Item 5.07) | 32,617,895 | 1,698,665 | 730,975 | 6,521,146 |
| 2024 Say-on-Pay (proxy disclosure) | ~96% approval of votes cast | — | — | — |
Governance Assessment
- Positives
- Independent director; strong commercialization background aligned with PBYI’s needs .
- Effective committee leadership: chairs Compensation Committee, with independent advisor use; regular meetings; transparent reporting .
- Attendance and engagement: Board and committee attendance thresholds met; executive sessions regularly held; Lead Independent Director structure in place .
- Ownership alignment: Meaningful beneficial ownership; RSUs count toward director stock ownership guidelines; anti-hedging/anti-pledging policy reduces misalignment risk .
- Shareholder support: Strong say-on-pay approvals in 2024 and 2025, supportive of compensation oversight .
- Watch items
- External board roles at oncology peers (Verastem, Oncopeptides): monitor for information-flow interlocks; no related-party transactions disclosed, but Audit Committee retains oversight .
- Combined CEO/Chair structure at PBYI may elevate reliance on independent committees and the Lead Independent Director; continued emphasis on executive sessions and independent oversight is prudent .
- Red flags
- None disclosed regarding related-party transactions, hedging/pledging, option repricing, or low say-on-pay outcomes for the periods reviewed .
Conclusion: Stuglik’s chairmanship of the Compensation Committee, coupled with deep commercialization expertise and independent status, supports board effectiveness. Continued vigilance on potential interlocks and robust committee oversight remain important to sustain investor confidence .