Brian Roberts
RezoluteAbout Brian Roberts
Brian K. Roberts, M.D., age 51, is Rezolute’s Chief Medical Officer (CMO) since June 1, 2022; he joined the company in 2015, progressing from consultant Head of Clinical Development to VP (2017), SVP of Clinical Development (2020), and CMO (2022). He directed FibroGen’s global Phase 3 program and partnership for Roxadustat (2012–2017) and led IND-to-POC programs at Metabolex (2007–2012); education includes B.S. (UC San Diego) and M.D. magna cum laude (Georgetown), with Internal Medicine residency and Endocrinology fellowship at Stanford, where he served as Adjunct Associate Professor and continues periodic clinic work at the VA in Palo Alto . Pay-versus-performance disclosures indicate Rezolute’s cumulative TSR was equivalent to $31, $30, and $14 for a hypothetical $100 investment in FY 2025, FY 2024, and FY 2023, respectively, with CAP calculated per SEC rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rezolute, Inc. | Consultant, Head of Clinical Development | 2015–2017 | Led clinical development consulting prior to full-time employment . |
| Rezolute, Inc. | Vice President, Clinical Development | 2017–2020 | Advanced clinical programs; promoted to SVP in Oct 2020 . |
| Rezolute, Inc. | Senior Vice President, Clinical Development | Oct 2020–Jun 2022 | Progressed programs ahead of transition to CMO . |
| FibroGen, Inc. | Director of Clinical Development | 2012–2017 | Led global Phase 3 and out-licensing partnership for Roxadustat leading to global NDA filings . |
| Metabolex, Inc. | Clinical Development roles of increasing responsibility | 2007–2012 | Led IND-to-POC programs and secured global licensing/co-development agreement for diabetes therapy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University (Adjunct Associate Professor) | Adjunct Associate Professor, Division of Endocrinology | Prior years (date not specified) | Academic mentorship and clinical expertise . |
| VA Hospital, Palo Alto (Stanford-affiliated) | Voluntary Endocrinology Clinic Physician | Ongoing periodic | Continues patient care and trainee mentorship . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $471,572 | $483,361 |
| Target Bonus (%) | 40% of base | 40% of base |
| Actual Bonus Paid ($) | $195,559 (paid Feb 2024 for CY2023; FY inclusion explained) | $221,988 (paid Feb 2025 for CY2024; FY inclusion explained) |
| All Other Compensation ($) | $44,904 (insurance premiums, health club fees, 401(k) match) | $62,177 (insurance premiums, health club fees, 401(k) match) |
Notes:
- Salary progression approvals: $465,750 (Jan 3, 2023), $477,394 (Jan 1, 2024), $489,329 (Jan 1, 2025) .
Performance Compensation
Annual Incentive Framework
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company performance criteria (Board-set) | Not disclosed | Not disclosed | Not disclosed (company estimated ~50% of target achievement at June 30 checkpoints) | Cash bonuses paid each February (following year) | N/A |
Equity Awards and Vesting (Outstanding as of June 30, 2025)
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price ($) | Expiration | Vesting Schedule | RSUs Unvested (#) | RSUs Vesting Start |
|---|---|---|---|---|---|---|---|
| Jul 31, 2019 | 40,000 | — | 14.50 | Jul 31, 2029 | Time-based per grant | — | — |
| Jun 14, 2021 | 75,000 | — | 12.28 | Jun 14, 2031 | Time-based per grant | — | — |
| Jun 23, 2022 | 525,000 | 175,000 | 3.40 | Jun 23, 2032 | 25% at 1-year; remaining monthly over 36 months beginning Jul 1, 2023 | — | — |
| Jan 23, 2024 | 61,388 | 68,612 | 1.02 | Jan 23, 2034 | Equal monthly over 36 months from Jan 23, 2024 | — | — |
| Feb 16, 2025 | 5,000 | 40,000 | 4.61 | Feb 16, 2035 | Equal monthly over 36 months beginning Mar 16, 2025 | 77,000 (FV $343,420) | Mar 1, 2026 (equal annual over 3 years) |
| Jun 10, 2025 | — | 15,000 | 4.39 | Jun 10, 2035 | Equal monthly over 36 months beginning Jul 10, 2025 | 26,000 (FV $115,960) | Jul 1, 2026 (equal annual over 3 years) |
Total for Dr. Roberts: 706,388 exercisable options and 298,612 unexercisable options; 103,000 unvested RSUs (aggregate FV $459,380) as of June 30, 2025 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (as of Sep 22, 2025) | 857,351 shares; “*” percent of class (less than 1%) . |
| Breakdown | 54,352 common shares; 15,500 shares in IRA; 787,499 shares via options exercisable within 60 days . |
| Ownership Guidelines | Not disclosed in proxy –. |
| Hedging/Pledging | Company policy prohibits short sales, options trading, hedging/monetization, margin accounts; pledging generally prohibited except limited cases with Audit Committee pre-approval . |
| Clawback | Compensation recovery policy compliant with SEC/Nasdaq; up to 3-year lookback for restatements, no-fault enforcement . |
Insider Form 4 transaction review for the past 24 months could not be retrieved due to a data access authorization error; recommend monitoring SEC EDGAR for any subsequent sales around RSU vest dates and monthly option vesting cadence.
Employment Terms
| Term | Details |
|---|---|
| Employment start at Rezolute | 2015 (consultant Head of Clinical Development) . |
| Current role start | CMO effective June 1, 2022 . |
| Contract (Amended & Restated) | Entered January 8, 2023 . |
| Base salary history (recent approvals) | $450,000 at CMO appointment (Jun 1, 2022); increased to $465,750 (Jan 3, 2023), $477,394 (Jan 1, 2024), $489,329 (Jan 1, 2025) . |
| Target bonus | 40% of annual base salary . |
| Non-compete / Non-solicit / Confidentiality | Required under employment agreement . |
| Severance (no CoC) | 12 months of salary; pro-rata bonus earned to date; continuation of medical/dental benefits for 12 months; 12 months of accelerated vesting on equity and 6-month post-termination exercise window . |
| Severance (with CoC + termination) | 18 months of salary; pro-rata bonus; continuation of medical/dental benefits for 18 months; accelerated vesting of all equity with 6-month post-termination exercise window; definitions per agreement . |
Performance & Track Record
- FibroGen (2012–2017): Led global Phase 3 and out-licensing for Roxadustat resulting in global NDA filings—a significant value-creation milestone for a novel oral anemia therapy .
- Metabolex (2007–2012): Led programs for metabolic diseases; secured global licensing/co-development for a novel diabetes therapy following clinical POC .
- Academic/clinical: Adjunct Associate Professor (Stanford) and ongoing voluntary Endocrinology clinic work (VA Palo Alto), underscoring technical depth in endocrinology/metabolism and patient-centric orientation .
Fixed vs Equity Mix (Compensation Structure Analysis)
| Component | FY 2024 | FY 2025 | Observation |
|---|---|---|---|
| Salary ($) | $471,572 | $483,361 | Modest YoY increase aligned with role tenure . |
| Cash Bonus ($) | $195,559 | $221,988 | Higher FY 2025 payout; company estimated ~50% target progress at June 30 checkpoint . |
| Stock Awards ($ FV) | $105,924 | $667,202 | Significant YoY increase in equity grants (RSUs/options) — stronger retention emphasis . |
| All Other ($) | $44,904 | $62,177 | Higher benefits/401(k) match in FY 2025 . |
- No performance-vesting awards for NEOs as of June 30, 2025; awards are time-based (monthly for options; annual for RSUs) .
- Equity plan amendments increased share capacity; no repricing authority without shareholder approval; minimum one-year vesting policy with limited exceptions .
Board Governance Touchpoints (Compensation Oversight)
- Compensation Committee comprised of independent directors; meets at least annually; may use compensation consultants and peer data as deemed appropriate .
- Restrictions on hedging/pledging and adoption of clawback policy elevate governance quality and investor alignment .
Investment Implications
- Alignment: Roberts’ substantial option holdings (787,499 exercisable within 60 days at record date) and 103,000 unvested RSUs tie personal outcomes to equity value; prohibition on hedging and pledging (with limited pre-approved exceptions) strengthens alignment .
- Retention risk: Enhanced FY 2025 equity grants with multi-year vesting and CoC protections (18 months salary and full acceleration upon qualifying termination) reduce near-term turnover risk; non-compete/non-solicit provisions add friction to exit .
- Selling pressure signals: Watch RSU vest dates (Mar 1, 2026 and Jul 1, 2026 tranches) and monthly option vesting schedules (from Mar 16, 2025 and Jul 10, 2025) for potential 10b5‑1 sales, subject to blackout periods and insider trading policy .
- Pay-for-performance: Company-level TSR trends (CAP vs TSR disclosure showing low $100 investment values) underscore the importance of late-stage execution; absence of disclosed performance metrics/weightings for annual incentives limits external assessment of pay-for-performance rigor .
- Governance: Clawback policy compliant with SEC/Nasdaq and independent compensation oversight mitigate downside governance risks .