Flavia Borellini
About Flavia Borellini
Independent Class I director at Revolution Medicines since June 2021; age 63 as of March 31, 2025. Ph.D. in Pharmaceutical Chemistry (University of Modena), post-doctoral training at the National Cancer Institute; former CEO of Acerta Pharma and Global Franchise Head, Hematology at AstraZeneca; prior program leadership for multiple first-in-class oncology therapies at Genentech (osimertinib, vemurafenib; program leader for trastuzumab and erlotinib). Term runs to the 2027 annual meeting; independence affirmed under Nasdaq standards via Compensation Committee disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca PLC | Global Franchise Head, Hematology | Sep 2018 – Jan 2020 | Led hematology franchise strategy |
| Acerta Pharma LLC | Chief Executive Officer | Feb 2016 – Feb 2019 | Executive leadership; oncology development |
| Genentech, Inc. | Program Leader (HER2+, EGFR TKIs) | Not disclosed | Led development/approval/launch of first-in-class oncology drugs (osimertinib, vemurafenib; program leader for trastuzumab, erlotinib) |
| Georgetown University | Research Assistant Professor | Not disclosed | Academic research appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Viracta Therapeutics (Nasdaq: VIRX) | Director | Aug 2021 – Feb 2025 | Service concluded Feb 2025 |
Board Governance
- Class I director; term expires at the 2027 annual meeting .
- Committee memberships: Compensation Committee member; Research & Development Committee chair .
- Independence: All Compensation Committee members (including Borellini) are independent under Nasdaq rules and non‑employee directors under Exchange Act Rule 16b‑3 .
- Attendance: In 2024, Board met 8x; R&D Committee met 4x; Compensation Committee met 7x; each director attended at least 75% of applicable meetings; all nine then-serving directors attended the 2024 annual meeting . In 2023, Board met 12x; each director attended at least 75%; all nine attended the 2023 annual meeting .
- Compensation Committee interlocks: None; no member (including Borellini) served as an officer of the company, and no RVMD executive served on another issuer’s board/compensation committee with interlocks .
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Cash Fees Earned | 63,125 | 67,500 |
| Cash Fee Breakdown (2024) | ||
| Annual Director Retainer | 45,000 | |
| R&D Committee Chair Fee | 15,000 | |
| Compensation Committee Member Fee | 7,500 | |
| Total Cash (Retainer + Committee fees) | 67,500 (sum consistent with cash fees) |
- Program updates effective March 2025: annual director cash retainer increased to $50,000; Compensation Committee chair to $18,000; Compensation Committee member to $9,000 .
Performance Compensation
| Component | 2023 ($) | 2024 ($) | Structure / Vesting |
|---|---|---|---|
| Stock Awards (RSUs, grant-date fair value) | 129,168 | 159,470 | Annual RSUs: 4,248 in 2024 due to value cap; vest on earlier of 1-year from first specified quarterly vesting date or immediately prior to next annual meeting; quarterly vesting dates: Mar 15, Jun 15, Sep 15, Dec 15 |
| Option Awards (grant-date fair value) | 296,799 | 371,555 | Annual Options: 15,955 shares in 2024 due to value cap; vest on earlier of 1-year from grant or immediately prior to next annual meeting |
| Initial Grants (upon joining Board) | — | — | Initial Option: 33,400 shares vest monthly over 3 years; Initial RSUs: 9,600 vest quarterly over 3 years |
| 2025 Program shift (effective from Annual Meeting) | — | — | Value-based awards: Initial Grant $834,000 (70% options/30% RSUs); Annual Grant $417,000 (70% options/30% RSUs) |
- No performance-vesting metrics disclosed for director equity; awards are time-based (options and RSUs) under the 2020 Plan with annual grant value capped (historically at $550,000 in 2024) .
Other Directorships & Interlocks
| Company | Relationship to RVMD | Nature |
|---|---|---|
| Tango Therapeutics | Related-party collaboration involving other RVMD directors (CEO Barbara Weber; director Alexis Borisy) | Clinical collaboration and supply agreement (Nov 2024; April 2025 project addendum); approved by Audit Committee per related person transaction policy; no Borellini interest disclosed |
Expertise & Qualifications
- Oncology leadership and drug development: led global development/approval/launch of first-in-class therapies (EGFR T790M inhibitor osimertinib, BRAF inhibitor vemurafenib) and program leader for trastuzumab and erlotinib .
- Executive management in biotech/pharma: CEO experience (Acerta); franchise leadership (AstraZeneca Hematology) .
- Academic foundation: Ph.D. (University of Modena); post-doctoral training at NCI; former Research Assistant Professor at Georgetown University .
- Board service across biotech: Viracta Therapeutics (Aug 2021–Feb 2025) .
Equity Ownership
| Metric | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Shares Outstanding Beneficially Owned | 10,625 | 17,634 |
| Options Exercisable within 60 days | 43,014 | 62,118 |
| Total Beneficially Owned | 53,639 | 79,752 |
| Percentage of Outstanding Shares | <1% | <1% |
| Options Outstanding at FY End | 62,118 (exercisable within 60 days) | 78,073 (outstanding) |
| RSUs Outstanding at FY End | 7,009 | 4,248 |
- No disclosure of pledged shares, hedging, or ownership guideline compliance specific to directors in the proxy sections reviewed .
Governance Assessment
- Strengths: Chairs R&D Committee, bringing deep oncology development expertise; active on Compensation Committee; independence affirmed; solid attendance record (≥75%) and participation in annual meetings; shareholder support strong with ~99% Say‑on‑Pay approval in 2024, indicating investor confidence in compensation oversight .
- Alignment: Meaningful but sub‑1% ownership; director equity is time-based options/RSUs with annual value caps; program shift in 2025 increases cash retainer and formalizes value-based grant sizing (70/30 options/RSUs), maintaining equity linkage but without performance vesting .
- Conflicts/Related Party: No Borellini-specific related-party transactions disclosed; notable collaboration with Tango Therapeutics involves other directors and was Audit Committee‑approved under the related person transaction policy (mitigates conflict risk) .
- RED FLAGS: None evident specific to Borellini—no reported pledging, hedging, option repricing, or attendance shortfalls; Compensation Committee interlocks explicitly denied .
Implications: Borellini’s scientific and development leadership likely enhances R&D oversight effectiveness during RVMD’s clinical advancement. Compensation structure is standard for biotech boards; absence of performance‑based director equity is typical but means alignment relies on option/RSU value rather than explicit performance hurdles .