Rosana Kapeller-Libermann
About Rosana Kapeller-Libermann
Rosana Kapeller-Libermann, M.D., Ph.D., age 61, has served as an independent director of Schrödinger since January 2019 (Class III; term expires at the 2026 annual meeting). She is President & CEO of Rome Therapeutics (since April 2019), with prior roles at GV (Alphabet’s venture arm) as EIR (Nov 2018–Apr 2020), Fellow (Apr 2020–Dec 2023) and Consultant (since Dec 2023); previously founding CSO at Nimbus Therapeutics (Feb 2010–Mar 2018) and VP of Research at Aileron Therapeutics (Aug 2005–Sep 2009). She holds an M.D. from Universidade do Estado do Rio de Janeiro and a Ph.D. in Molecular and Cellular Physiology from Tufts University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nimbus Therapeutics | Founding Chief Scientific Officer | Feb 2010 – Mar 2018 | Led drug discovery strategy; biotech R&D leadership |
| Aileron Therapeutics, Inc. | Vice President, Research | Aug 2005 – Sep 2009 | Built peptide therapeutics research programs |
| GV (Alphabet Inc.) | Entrepreneur in Residence | Nov 2018 – Apr 2020 | Strategic advisory/innovation role |
| GV (Alphabet Inc.) | Fellow | Apr 2020 – Dec 2023 | Portfolio/science advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rome Therapeutics, Inc. | President & CEO | Apr 2019 – Present | Therapeutics company leadership |
| GV (Alphabet Inc.) | Consultant | Since Dec 2023 | Ongoing advisory engagement |
Board Governance
- Committee assignments: Member, Compensation Committee (five meetings in 2024; chair: Gary Sender). Member, Drug Discovery Committee (five meetings in 2024; chair: Jeffrey Chodakewitz).
- Independence: Board determined in March 2025 that all directors except Ramy Farid and Richard Friesner are independent under Nasdaq rules; Kapeller-Libermann is independent.
- Board structure and term: Class III director; term ends at the 2026 annual meeting. Board met five times in 2024; all directors attended ≥75% of board and applicable committee meetings; all attended the 2024 annual meeting.
- Governance policies: Anti-hedging policy; clawback policy; stock ownership guidelines for directors and executives; insider trading policy and allowance for Rule 10b5-1 plans.
Fixed Compensation
| Component (2024 policy) | Amount ($) | Evidence |
|---|---|---|
| Board retainer (member) | 45,000 | |
| Compensation Committee (member) | 7,500 | |
| Drug Discovery Committee (member) | 7,500 | |
| Total Cash Fees (2024 actual) | 60,000 |
- 2025 policy change: Board member fee increased to $50,000; committee member fees unchanged; chair supplemental fees maintained. Initial director equity grant values increased to $252,500 options + $252,500 RSUs; annual grants increased to $126,250 options + $126,250 RSUs; vesting as specified below.
Performance Compensation
| Award Type | 2024 Grant Details | Vesting | Grant Date Basis | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options | 8,550 shares | 12-month vest for annual grants; initial grants vest 1/3 each year over 3 years | Granted on date of 2024 annual meeting | 98,825 |
| RSUs | 5,000 shares | 12-month vest for annual grants; initial RSUs vest 1/3 each year over 3 years | Granted on date of 2024 annual meeting | 96,600 |
| 2025 Policy (Initial Grants) | Options up to 25,480 shares (capped) valued at $252,500; RSUs up to 15,190 shares (capped) valued at $252,500 | 1/3 annually over 3 years | Upon initial appointment/election | Value caps and schedule per policy |
| 2025 Policy (Annual Grants) | Options up to 12,740 shares valued at $126,250; RSUs up to 7,595 shares valued at $126,250 | Full vest at 12 months or next annual meeting | Annual meeting grant | Value caps and schedule per policy |
- Director aggregate annual cap: Cash + equity for an incumbent director limited to $750,000; $1,000,000 in first year; excludes consulting compensation.
Other Directorships & Interlocks
- No other public company directorships disclosed for Kapeller-Libermann in the proxy.
- Compensation Committee Interlocks: No SDGR executives served on other boards’ compensation committees; no members of SDGR’s Compensation Committee (including Kapeller-Libermann) have been SDGR officers or employees.
Expertise & Qualifications
- Scientific expertise in drug discovery, biotech R&D leadership; current operator CEO in therapeutics; venture advisory background. Education: M.D. (UERJ) and Ph.D. in Molecular and Cellular Physiology (Tufts).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 107,811 shares | Less than 1% ownership; determined per SEC rules as of April 1, 2025 |
| Options outstanding (as of Dec 31, 2024) | 110,111 shares | Aggregate options held; not all necessarily currently exercisable |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 5,000 shares | Annual director grant unvested balance |
| Ownership guideline | 3.0x annual cash retainer for non-employee directors | Measured each June 30; compliance tracked by board/Comp Committee |
| Compliance status | Meets guideline as of Apr 21, 2025 | Exceptions listed for other individuals; she not among exceptions |
| Hedging/Pledging | Anti-hedging policy in place; pledged shares excluded from guideline calculation | Policy design and measurement mechanics disclosed |
Governance Assessment
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Board effectiveness: Independent director with deep drug discovery credentials; active on Compensation and Drug Discovery Committees, both of which met five times in 2024, indicating substantive engagement.
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Attendance and engagement: The board reported all directors met ≥75% meeting attendance and attended the 2024 annual meeting; supports engagement expectations.
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Alignment and incentives: Director pay is heavily equity-based (options and RSUs granted annually), with ownership guidelines at 3x cash retainer and disclosed compliance as of Apr 2025, supporting alignment with shareholders. Annual caps limit excessive director pay.
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Conflicts and related-party exposure: No related-party transactions disclosed involving Kapeller-Libermann; principal related-party disclosures center on co-founder Richard Friesner’s consulting and Columbia license/royalty arrangements.
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Policy strength: Anti-hedging and clawback policies, independent comp consultant, and pay-for-performance philosophy underpin governance quality; director compensation policy updated in 2025 with moderate increases and clear vesting/valuation caps.
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RED FLAGS: None disclosed specific to Kapeller-Libermann (no related-party transactions, no low attendance, no pledging noted, not an employee; independence affirmed). Monitoring items include continued external CEO role at Rome Therapeutics and GV consulting—no conflicts disclosed, but remain areas to watch for future related-party interactions.