Richard van den Broek
About Richard A. van den Broek
Independent director at Pulse Biosciences since August 2020; age 58 as of December 31, 2024. Managing Partner of HSMR Advisors, LLC (since 2004), with deep biotech investing experience; prior board roles include Pharmacyclics, Response Genetics, Special Diversified Opportunities, and Celldex Therapeutics. Education: A.B. from Harvard University; Chartered Financial Analyst (CFA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharmacyclics, Inc. | Director | Dec 2009 – Apr 2015 | Biopharma capital allocation and governance |
| Response Genetics, Inc. | Director | Dec 2010 – Sep 2015 | Oversight during transition period |
| Special Diversified Opportunities, Inc. | Director | Mar 2008 – Oct 2015 | Corporate strategy review |
| Celldex Therapeutics, Inc. | Director | Dec 2014 – Dec 2016 | Clinical-stage governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HSMR Advisors, LLC | Managing Partner | Feb 2004 – Present | Healthcare-focused investment firm |
| PhaseBio Pharmaceuticals, Inc. | Director | Feb 2019 – Present | Public biotech directorship per proxy biography |
| Cogstate Ltd | Director | 2009 – Present | Cognitive assessment company directorship |
Board Governance
- Independence: Board determined van den Broek is independent under Nasdaq rules; he meets Audit Committee financial literacy requirements (Audit Committee chair Soni designated as the financial expert) .
- Committee assignments (2024–2025):
- Audit Committee member; Committee held 8 meetings in 2024 .
- Compensation Committee member; Committee held 1 meeting in 2024 .
- Not on Nominating & Corporate Governance; not on Strategic Advisory Committee .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; all directors at the 2024 annual meeting attended .
- Lead Independent Director: Manmeet S. Soni (appointed March 2023) .
- Compliance flag: Since Jan 9, 2025, Audit Committee has only two independent directors (Soni, van den Broek), below Nasdaq’s minimum of three; Board intends to cure within the permitted period .
| Committee | Member | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Soni chairs) | 8 |
| Compensation | Yes | No (Soni chairs) | 1 |
| Nominating & Corporate Governance | No | — | 1 |
| Strategic Advisory | No | — | 9 |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $5,223 |
| Option awards (grant-date fair value) | $346,419 |
| Total | $351,642 |
Compensation policy changes (effective Aug 2024) include: annual director cash retainer $55,000; committee retainers (Audit member $13,000; Compensation member $7,500; Nominating & Governance member $5,500); chair retainers (Audit $26,000; Compensation $15,300; Nominating & Governance $11,000); Lead Independent Director $80,000; Co‑Chairman $44,000 .
Performance Compensation
Director equity grants under amended policy:
| Grant Type | Shares | Vesting Schedule | Change‑of‑Control Terms |
|---|---|---|---|
| Initial non‑employee director option | 50,000 | 1/3 on 1‑year anniversary; remainder monthly over next 2 years (continued service) | Full vest; performance criteria deemed achieved at 100%; restrictions lapse (continued service through CoC) |
| Annual director option (recurring) | 20,000 | Monthly over 1 year (continued service) | Same acceleration as above |
Retainer Option Election: Non‑employee directors may convert foregone cash retainers into options using a 3x cash value-to-shares formula based on grant-date fair value; individual elections not disclosed for van den Broek .
Other Directorships & Interlocks
- Shared histories on boards with other PLSE directors (e.g., Pharmacyclics) indicate prior professional networks; however, proxy affirms independence for van den Broek under Nasdaq standards .
- Several current PLSE directors hold roles at Summit Therapeutics (controlled by majority shareholder Robert W. Duggan), but van den Broek is not listed as having Summit roles .
Expertise & Qualifications
- Biotech investing and governance expertise; financial literacy for audit oversight .
- Credentials: Harvard A.B.; CFA charterholder .
Equity Ownership
| As of Oct 22, 2025 | Shares Owned | Right to Acquire (≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Richard A. van den Broek | — | 250,911 | 250,911 | <1% |
Options profile (as of Dec 31, 2024):
| Metric | Count |
|---|---|
| Aggregate outstanding options/warrants/rights | 240,911 |
| Exercisable | 225,086 |
| Unexercisable (difference) | 15,825 |
Policy signals:
- Insider Trading Policy and compliance program include prohibitions against insider trading (policy filed as exhibit to 10‑K/A); no pledging/hedging disclosures specific to van den Broek in proxy .
- Section 16 filings: No late reports disclosed for van den Broek; late filings noted for other insiders in 2024 .
Governance Assessment
- Board effectiveness: Van den Broek serves on both Audit and Compensation—key oversight roles; audit literacy affirmed. Attendance meets company threshold; independence affirmed .
- Alignment: Ownership via options (<1% of shares), with meaningful exercisable balance; annual option grants tie director compensation to long‑term equity value; cash retainer relatively modest versus equity component .
- Conflicts/related-party exposure: No related‑party transactions disclosed involving van den Broek; major related transactions involve majority holder Duggan (D&O indemnity in 2022–2023; rights offering participation; registration rights), which elevate board‑level governance risk but do not implicate van den Broek directly .
- Red flags:
- Audit Committee currently two members—Nasdaq non‑compliance until cured; increases oversight risk though Board indicates remediation plan .
- Concentrated control: Duggan beneficially owns ~72.1% of common stock, which can limit minority shareholder influence on governance matters .
- Shareholder feedback signals: Special meeting on Sept 30, 2025 approved Equity Plan increase and ratified director Strategic Advisory Committee options—strong support (For ~50.24M vs Against ~2.76M) . Say‑on‑pay frequency proposal recommended triennial; outcome pending at 2025 annual meeting .
Overall, van den Broek presents as an independent, financially literate director with consistent committee engagement. Key governance risks stem from company-level audit committee composition and controlling shareholder dynamics, not from van den Broek’s own activities .