Robert Spiegel
About Robert J. Spiegel, M.D., FACP
Dr. Robert J. Spiegel (age 75) is an independent director at RenovoRx with 40+ years of biopharma leadership, including Chief Medical Officer roles and responsibility for 30+ FDA NDA approvals across oncology and immunology. He holds an M.D. from the University of Pennsylvania and completed a Medical Oncology fellowship at the National Cancer Institute; his credentials emphasize late-stage drug development and clinical research . He is currently a member of RenovoRx’s Audit and Compensation Committees and is classified by the Board as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schering‑Plough | Sr. VP Worldwide Clinical Research; Chief Medical Officer | Not disclosed | Led development of Remicade, Temodar, and Intron A through PH I–III; first FDA approval for a biologic protein |
| PTC Therapeutics | Chief Medical Officer | Post‑2009 (after Merck acquired Schering‑Plough) | Led to EU Conditional Approval for first drug for Duchenne Muscular Dystrophy |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Geron Corporation | Director | Public company board |
| Ayala Pharmaceuticals | Director | Public company board |
| Sun Pharma Advanced Research Corp | Director | Public company board |
| Weill Cornell Medical College | Associate Professor of Medicine | Academic appointment |
| Warburg Pincus; Israel Biotech Fund | Advisor | Private equity and venture advisory roles |
| Leukemia & Lymphoma Society TAP Committee | Member | Therapeutic advisory program |
Board Governance
- Independence: Board determined Spiegel (and three other directors) are independent under Nasdaq rules; CEO and CMO directors are not independent .
- Committee membership: Audit (Chair: Una S. Ryan; members: Ryan, Marton, Spiegel) and Compensation (Chair: Kirsten Macfarlane; members: Macfarlane, Spiegel) .
- Attendance: In FY 2024, each director attended at least 75% of Board and committee meetings on which they served .
- Committee activity and oversight:
- Audit Committee held 4 meetings in FY 2024 and oversees auditor independence, internal controls, risk, Code of Conduct, and related‑party transactions .
- Compensation Committee held 9 meetings in FY 2024 and oversees pay philosophy, executive/director pay, plans, and risk checks .
- Nominating & Corporate Governance Committee held 4 meetings in FY 2024 and oversees board composition, evaluations, governance practices .
- Executive sessions: Independent directors hold executive sessions, typically after each regular Board meeting .
- Lead Independent Director: Position vacant since David Diamond passed away in late 2023; Board currently does not deem a LID necessary .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees (annual) | $35,540 | $51,085 |
Policy structure (applies to all non‑employee directors):
- Annual cash retainer: $36,000
- Committee chairs: Audit $15,000; Compensation $10,000; Nominating $10,000
- Committee members: $5,000 per committee (Audit members received $7,500 in FY 2024)
Performance Compensation
| Grant | Grant Date | Shares (Options) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Initial Award | Apr 25, 2023 | 43,026 | Included in 2023 total | 36 equal monthly installments starting May 25, 2023 | Initial director grant |
| Annual Award | Oct 1, 2023 | 25,099 | Part of $138,181 total (includes initial and annual) | 12 equal monthly installments beginning Nov 1, 2023 | Annual director option |
| Annual Award | Oct 1, 2024 | 25,099 | $24,281 | 12 equal monthly installments beginning Nov 1, 2024 | Annual director option |
Additional equity plan terms:
- Annual director options target fair value: $70,000 (with historical share caps) .
- Options exercise price: not less than fair market value on grant date; terms up to 10 years .
- Change in Control: director equity fully vests upon change in control under the Outside Director Compensation Policy .
- No performance metrics are specified for director equity; vesting is service‑based per policy .
Compensation mix (FY 2024): Cash $51,085 vs Options $24,281; total $75,366 → approximately 68% cash / 32% equity .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| Geron Corporation | Director | Oncology biotech; no RNXT customer/supplier ties disclosed in proxy |
| Ayala Pharmaceuticals | Director | Oncology biotech; no RNXT customer/supplier ties disclosed in proxy |
| Sun Pharma Advanced Research Corp | Director | Biopharma R&D; no RNXT customer/supplier ties disclosed in proxy |
No family relationships among directors or officers are disclosed; the Audit Committee reviews and oversees related‑party transactions per policy .
Expertise & Qualifications
- Drug development leadership: 30+ NDA approvals; led programs for Remicade, Temodar, and interferon biologics .
- Oncology and regulatory experience: NCI fellowship; clinical development across PH I–III .
- Board and advisory breadth: Multiple public/private boards, academic and investment advisory roles .
- Governance: Active member of Audit and Compensation Committees at RNXT .
Equity Ownership
| As‑of Date | Direct Common | Shares Issuable within 60 Days (Options) | Warrants | Total Beneficial | % Outstanding |
|---|---|---|---|---|---|
| Apr 25, 2025 | 81,966 | 71,710 | 40,983 | 153,676 | <1% |
Additional equity context:
- Unexercised options as of Dec 31, 2024: 53,185 for Spiegel (aggregate count; not broken down by vest status) .
- Hedging prohibition: Company bans short‑term or speculative transactions (e.g., prepaid forwards, swaps, collars, exchange funds) for directors, officers and employees .
Governance Assessment
- Independence and committee engagement: Spiegel is an independent director serving on Audit and Compensation, placing him at the center of financial oversight and pay governance; attendance met policy thresholds in FY 2024 .
- Ownership alignment: Holds common shares, vested options, and warrants; beneficial ownership <1%, typical for small‑cap boards; annual service‑based option grants align director incentives with shareholder value creation .
- Compensation structure: Mix skews toward cash with consistent annual options; no performance‑based metrics on director grants, but service‑based vesting and market‑value strike prices mitigate repricing risk; equity fully vests on change‑in‑control per policy .
- Related‑party safeguards: Audit Committee formally reviews RPTs; no family relationships disclosed; insider trading policy prohibits hedging, supporting alignment and risk control .
- Board process and effectiveness: Robust committee cadence (Audit 4, Compensation 9, Nominating 4 meetings in FY 2024) and independent director executive sessions support oversight quality .
RED FLAGS and watch items:
- No current Lead Independent Director since late‑2023; monitor whether Board appoints a LID as company scales .
- Equity plan evergreen increased to 5% of outstanding shares annually (potential dilution over time); assess compensation committee approach to annual grant sizing and burn rate .