Michael Giordano

About Michael F. Giordano

Michael F. Giordano, M.D. (age 67) has served on RAPT’s Board since January 2018 and is nominated to continue as a Class III director through the 2028 annual meeting. He previously led oncology, immuno‑oncology and immunosciences development at Bristol‑Myers Squibb (1999–2017), holds an M.D. from Weill Cornell and a B.A. in Natural Science from Johns Hopkins. The Board has determined he is independent under Nasdaq rules. He attended at least 75% of Board and committee meetings in 2024.

Past Roles

External Roles

Board Governance

• Independence: Determined independent by the Board under Nasdaq Listing Rules; CEO Brian Wong is non‑independent.
• Board leadership: Chair role separated from CEO; Lori Lyons‑Williams is Chair (since Jan 2025).
• Committee assignments (2025 structure): Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member).
• Attendance: Board met 17 times in 2024; all directors met ≥75% attendance except Linda Kozick (74%).

Fixed Compensation

• Policy framework (Non‑Employee Director Compensation Policy):
  • Annual Board cash retainer: $40,000; Chair of Board: +$30,000.
  • Committee chair/member cash fees: Audit ($25k/$12.5k), Compensation ($15k/$7.5k), Nominating ($10k/$5k).
  • Directors may elect to receive all annual cash compensation in stock options; quarterly vesting within the year.

Notes: Giordano’s actual cash fees ($59,000) reflect policy application and any prorations; RAPT allows election to take fees in options, but Giordano’s fees are reported in cash for 2024.

Performance Compensation

• Annual equity grants: One‑time initial option grant target fair value $400,000 at appointment; annual option grant target fair value $200,000 at each Annual Meeting; monthly vesting over one year; change‑in‑control accelerates vesting.
• 2024 grant accounting value: Giordano’s option awards aggregate grant‑date fair value $142,419 (ASC 718).

Additional governance features:

• Non‑employee director annual total comp cap: $750,000 ($1,000,000 in first year on Board).
• Clawback: Awards subject to company clawback policy under Dodd‑Frank/Nasdaq rules.

Other Directorships & Interlocks

• Shared industry background: Both Giordano and director Linda Kozick previously held senior roles at Bristol‑Myers Squibb, potentially strengthening immuno‑oncology expertise. No current related‑party transactions or interlocks disclosed involving Giordano.

Expertise & Qualifications

• Domain expertise: Drug development leadership in oncology/immuno‑oncology and immunosciences; board governance and compensation experience.
• Education: M.D. (Weill Cornell Medical College); B.A. Natural Science (Johns Hopkins).
• Committee leadership: Chairs Compensation Committee overseeing executive and director compensation, equity plans, severance/change‑of‑control protections, clawback administration, and human capital policies; engaged independent consultant (Aon/Radford).

Equity Ownership

Additional alignment/controls:

• Insider trading policy prohibits pledging, hedging (without pre‑clearance), margin purchases or holding in margin accounts.

Governance Assessment

• Strengths:
  • Independent director with deep oncology development credentials; serves as Compensation Committee Chair with independence affirmed by Board.
  • Clear director compensation policy, capped annual director compensation, clawback policy, and prohibition on pledging/hedging support investor alignment.
  • Attendance met threshold; separation of Chair/CEO enhances oversight.
• Watch‑items:
  • 2025 Equity Incentive Plan permits the plan administrator to reprice outstanding awards without stockholder approval (with participant consent), a potential governance risk if applied to directors (though 2024 employee option repricing explicitly excluded non‑employee directors).
  • Heavy use of options in director pay can encourage risk‑taking; however, CIC acceleration is standard for director grants and monthly vesting moderates short‑term incentives.
  • Company conducted a large December 2024 private placement with significant holders; Audit Committee policy governs related‑party transactions—no Giordano‑specific related‑party exposure disclosed.

Overall, Giordano appears independent, engaged, and aligned via equity, with committee leadership experience and no disclosed conflicts or pledging. The equity plan’s repricing authority merits monitoring to ensure ongoing best practices for director awards.