Robert Gussin
CASSAVA SCIENCESAbout Robert Z. Gussin, Ph.D.
Independent Class II director of Cassava Sciences since 2003; age 87. Former Chief Scientific Officer and Corporate Vice President, Science & Technology at Johnson & Johnson, with 26 years at J&J; holds B.S., M.S., D.Sc. (with honors) from Duquesne University and a Ph.D. in Pharmacology from the University of Michigan. Serves as an independent director under Nasdaq standards; current committee memberships include Audit and Compensation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Chief Scientific Officer; Corporate Vice President, Science & Technology | 1986–2000 (retired 2000); 26 years at J&J | Led science and technology oversight at J&J |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duquesne University | Board of Directors | Not disclosed | Also served on Pharmacy School advisory board |
| University of Michigan Medical School, Dept. of Pharmacology | Advisory Board | Not disclosed | External academic advisory role |
Board Governance
- Independence: Board determined all directors except the CEO (Barry) are independent; Audit, Compensation, and Nominating & Governance committees fully independent.
- Committees: Audit Committee member; Compensation Committee member; not listed as chair.
- Board leadership: Independent Chair (Claude Nicaise, M.D.); CEO role separated from Chair.
- Attendance: Board held 10 meetings and 2 independent-director sessions in 2024; each director attended ≥75% of Board/committee meetings during their service period.
| Committee | Role | Chair? | Meetings in 2024 | Attendance Disclosure |
|---|---|---|---|---|
| Audit | Member | No | 6 | Each director attended ≥75% (company-wide disclosure) |
| Compensation | Member | No | 4 | Each director attended ≥75% (company-wide disclosure) |
Fixed Compensation
- 2024 actual director pay (legacy program): Annual cash retainer $10,000; no cash fees for committee service; equity awards via stock options.
- 2025 proposed amendment (subject to shareholder approval): Cash retainer $40,000; Board Chair +$30,000; committee chair cash fees—Audit $15,000, Compensation $10,000, Nominating & Governance $8,000; non-chair cash fees—Audit $7,500, Compensation $5,000, Nominating & Governance $4,000.
| Year | Cash Retainer ($) | Committee Cash Fees ($) | Meeting Fees ($) |
|---|---|---|---|
| 2024 (actual) | 10,000 | 0 (no cash fees under legacy program) | None disclosed |
| 2025 (proposed) | 40,000 | Chairs: Audit 15,000; Comp 10,000; N&G 8,000; Non-chairs: Audit 7,500; Comp 5,000; N&G 4,000 | None disclosed |
Performance Compensation
- 2024 director equity: Option awards fair value $304,369 to Dr. Gussin; options outstanding at year-end: 158,210. Grants made under the 2018 Omnibus Incentive Plan.
- Legacy program mechanics (2023–2025): Annual grant 10,000 options vesting monthly over 12 months; additional committee service grants 2,500 (one committee) or 5,000 (two+ committees) vesting monthly over 12 months.
- Proposed amendment (2025): Annual grant 26,500 options vesting monthly over 12 months; initial grant for new directors 53,000 options vesting monthly over 36 months; eliminates option grants tied to committee service and adds cash fees instead. Options carry 10-year term at FMV on grant date.
| Metric | 2024 Actual | Legacy Program Terms | 2025 Proposed Terms |
|---|---|---|---|
| Option awards fair value ($) | 304,369 (Gussin) | Annual 10,000 options; vest monthly over 12 months | Annual 26,500 options; vest monthly over 12 months |
| Committee equity | Present (2,500/5,000 options) | 2,500 (1 committee) or 5,000 (2+ committees) options; vest monthly over 12 months | Eliminated; replaced with cash fees |
| New director initial grant | 20,000 options; 36-month vest | 20,000 options; vest monthly over 36 months | 53,000 options; vest monthly over 36 months |
| Options outstanding (12/31/2024) | 158,210 (Gussin) | Granted under 2018 Plan | Granted under 2018 Plan; 10-year term; FMV strike |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Gussin.
- Notable interlocks/transactions: Firm-level related-party legal services with Orrick (Michael O’Donnell, director/partner) – Company paid $2,343,000 in 2024 (under 1% of Orrick revenue; board deemed O’Donnell independent); no related-party transactions requiring disclosure beyond those noted. No indications of Gussin involvement in related-party dealings.
Expertise & Qualifications
- Senior R&D leadership in large-cap pharma (J&J), executive oversight of science and technology.
- Board views his qualifications as executive experience and academic advisory roles.
Equity Ownership
- Beneficial ownership (as of March 27, 2025): 162,160 shares; includes 151,543 shares issuable via options exercisable within 60 days; <1% of outstanding shares. Shares outstanding 48,307,896. Hedging prohibited; pledging/margin restricted unless approved. No stock ownership guidelines.
| As of Date | Shares Beneficially Owned | % of Shares Outstanding | Options Exercisable ≤60 days | Notes |
|---|---|---|---|---|
| 2025-03-27 | 162,160 | <1% | 151,543 | Hedging prohibited; pledging requires approval ; no ownership guidelines |
Governance Assessment
- Board effectiveness: Gussin provides deep pharma R&D oversight; serves on Audit and Compensation, supporting risk and pay oversight; board separated CEO/Chair roles; independent chair improves accountability.
- Independence/attendance: Independent under Nasdaq; 2024 attendance ≥75% threshold met by all directors; committees fully independent.
- Compensation alignment: 2024 director pay heavily equity-based ($304,369 options vs $10,000 cash), creating market-linked alignment but concentration in options; proposed 2025 shift increases cash and standardizes equity grants, eliminating committee option grants in favor of cash fees (peer-median calibration by Pearl Meyer).
- Ownership skin-in-the-game: Beneficial ownership <1% with significant exercisable options; absence of stock ownership guidelines is a gap versus best practices; hedging prohibited, pledging restricted mitigates misalignment risk.
- Conflicts/related party exposure: No Gussin-specific related-party transactions disclosed; firm-level legal services associated with another director reviewed and deemed immaterial; Audit Committee policy requires review/approval of related-party transactions.
- Governance signals: Board proposing declassification from three to two classes (requires 66 2/3% vote), viewed as shareholder-friendly; say-on-pay 2024 approval at 83% indicates acceptable compensation practices among shareholders; clawback policy adopted in 2023.
Red Flags and Watch Items
- Age/tenure: At 87 with service since 2003; succession planning and refreshment should be monitored to sustain committee capacity.
- No stock ownership guidelines: Lack of director ownership minimums can weaken alignment relative to peers.
- Pay structure changes: 2025 proposal materially increases cash retainers/fees; monitor investor reaction and total cost vs governance benefits; director equity remains options-only (no RSUs).
Overall, Dr. Gussin’s long-tenured scientific leadership and independent committee service support board oversight quality; the move to declassify the board and modernize director pay addresses governance concerns, while the lack of ownership guidelines and advanced age warrant ongoing refreshment and alignment monitoring.