Mace Rothenberg
About Mace Rothenberg
Mace Rothenberg, M.D. (age 68) has served as an independent Class II director of Surrozen (SRZN) since April 2021. He is the former Chief Medical Officer of Pfizer Inc. (2019–2021), where he led Worldwide Medical & Safety and previously directed Pfizer’s oncology clinical development, helping secure 11 FDA cancer approvals. He holds a B.A. from the University of Pennsylvania, an M.D. from NYU School of Medicine, and completed training in Internal Medicine at Vanderbilt and Medical Oncology at the National Cancer Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Chief Medical Officer; Member of Portfolio Strategy & Investment Committee, Research/Development/Medical Leadership Team, Blueprint Leaders Forum | 2019–2021 | Led Worldwide Medical & Safety; oversight of safe/appropriate use of Pfizer medicines |
| Pfizer Inc. | Oncology Clinical Development Lead | ~2009–2019 (10 years) | Organization obtained 11 FDA approvals for cancer medicines |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tango Therapeutics | Director | Current | Biopharmaceutical company; listed among current boards |
| Aulos Bioscience | Director | Current | Biopharmaceutical company; listed among current boards |
Board Governance
- Independence: Board determined all directors except the CEO (Craig Parker) are independent; Rothenberg is independent under Nasdaq standards .
- Committees: Chair, Nominating and Corporate Governance Committee (appointed May 2024); not a member of Audit or Compensation committees .
- Board structure: Separate Chair (David J. Woodhouse) and CEO roles .
- Attendance and engagement: In 2024, the Board met 10 times; each director attended at least 75% of Board and committee meetings during their service (except Kutzkey); executive sessions for independent directors occur regularly and at least twice yearly .
- Board diversity and size: 9 directors; diversity matrix reported as of March 26, 2025 .
Fixed Compensation
| Component | 2024 Amount | Policy Reference | Notes |
|---|---|---|---|
| Cash fees earned | $39,000 | Annual board retainer $35,000; Nominating & Corporate Governance Chair $8,000; member fees $4,000; fees prorated and paid quarterly | Rothenberg’s 2024 cash implies proration of chair/member fees given May 2024 appointment |
| Meeting fees | Not disclosed | — | No separate meeting fees disclosed; program covers retainers and committee fees |
Performance Compensation
| Equity Award | Grant Details | Vesting | 2024 Value |
|---|---|---|---|
| Nonstatutory stock option | 1,333 options granted June 2024 at $11.00 exercise price | Fully vests on 1-year anniversary of grant date; 10-year term | $11,004 grant-date fair value |
| Annual/initial option program | Initial: 2,666 options; Annual: 1,333 options | Initial vests over 36 monthly installments; annual vests in single tranche at 1-year | Policy description |
- Performance metrics: Director equity grants are time-based; no TSR/revenue/EBITDA metrics tied to director pay disclosed .
- Clawback and hedging: Company has a Dodd-Frank compliant recoupment policy for executives, and prohibits directors/officers/employees from hedging, short sales, options, margin, or pledging of company stock .
Other Directorships & Interlocks
| External Entity | Relationship to SRZN | Potential Interlock/Conflict |
|---|---|---|
| Tango Therapeutics (director) | No SRZN related-party tie disclosed | No SRZN transactions disclosed involving Tango |
| Aulos Bioscience (director) | No SRZN related-party tie disclosed | No SRZN transactions disclosed involving Aulos |
- Related-party transactions at SRZN involved The Column Group affiliates (TCGFB research collaboration, Nura Bio sublease, 2024/2025 private placements), with ties to director Tim Kutzkey; Rothenberg is not identified as a related party to these transactions .
Expertise & Qualifications
- Oncology drug development leadership; 11 FDA approvals during Pfizer tenure .
- Senior medical governance, safety oversight, and portfolio strategy experience .
- Academic and clinical training in internal medicine and oncology (Vanderbilt, NCI) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Vested vs. Unvested Detail |
|---|---|---|---|
| Mace Rothenberg, M.D. | 5,007 | <1% | 2,341 restricted stock awards + 2,666 options exercisable within 60 days |
- Anti-hedging/pledging: Directors prohibited from hedging/pledging company stock; preclearance required for insider transactions .
- Ownership guidelines: Corporate Governance Guidelines address stock ownership generally; specific numeric director ownership requirements not disclosed .
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance Committee; robust medical safety and oncology development credentials; regular executive sessions; anti-hedging/pledging policy enhances alignment .
- Alignment: Modest ownership and standard director option grants; time-based vesting without performance metrics is typical for directors .
- Attendance and engagement: Meets ≥75% attendance threshold in 2024; chairs key governance committee overseeing board composition, evaluations, and governance guidelines .
- Conflicts: No Rothenberg-specific related-party transactions disclosed; notable related-party activity involves The Column Group and director Tim Kutzkey (research collaboration; private placements; sublease), suggesting oversight sensitivity for Nominating/Governance and Audit committees .
RED FLAGS
- None identified for Rothenberg: no related-party transactions, hedging/pledging prohibited, independence affirmed –.
- Board-level related-party exposure (Column Group/Kutzkey) warrants continued monitoring by governance and audit committees for arm’s-length terms and recusal practices (noting prior Kutzkey recusal) –.