George Golumbeski
About George Golumbeski
Independent Chairman of the Board at Shattuck Labs (STTK); director since January 2018 and independent Chairman since October 2021. Age 68. Career spans >30 years in biotech across business development and company leadership, including EVP, Business Development at Celgene (2009–2018) and President at GRAIL (2018–2019). Education: B.S. Biology (University of Virginia), Ph.D. Genetics (University of Wisconsin–Madison), post-doctoral research in molecular biology at University of Colorado–Boulder .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Celgene Corp. | EVP, Business Development | Mar 2009–Apr 2018 | Led collaborations with biotech companies to advance oncology/immunology therapies . |
| GRAIL, Inc. | President | Aug 2018–Aug 2019 | Senior leadership in oncology-focused diagnostics . |
| Droia Genetic Disease Fund | Partner | Since Oct 2020 | Life sciences investment leadership . |
External Roles
| Organization | Role | Public/Private | Status | Notes |
|---|---|---|---|---|
| Sage Therapeutics (SAGE) | Director | Public | Current | Biotech board service . |
| Mural Oncology (MURA) | Director | Public | Current | Oncology board service . |
| Carrick Therapeutics | Director | Private | Current | Biotech board service . |
| MorphoSys AG (MOR) | Director | Public | Former | Prior board service . |
| Enanta Pharmaceuticals (ENTA) | Director | Public | Former | Prior board service . |
| Aura Biosciences (AURA) | Director | Public | Former | Prior board service . |
Board Governance
- Role: Independent Chairman; CEO and Chair roles are separated per Board’s leadership framework .
- Independence: Board determined he is independent under Nasdaq rules; Schreiber (CEO) is the only non-independent director .
- Committee service: Member, Compensation Committee (Comp Committee chaired by Tyler Brous). Not a member of Audit or Nominating & Corporate Governance (NCG) .
- Meetings/attendance: Board met 8 times in 2024; each then-serving director attended at least 75% of Board and committee meetings. Six directors attended the 2024 annual meeting (individual names not specified) .
- Executive sessions: Independent directors have the opportunity to meet in executive session without management at every regular Board meeting .
- Committee activity (2024): Audit met 6x; Compensation 4x; NCG 5x .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| 2024 Cash fees (Golumbeski) | $76,319 | Fees earned/paid in cash in FY2024 . |
| Board cash retainers (policy, as of Jun 21, 2024) | Board member $40,000; Chairman $72,500; Lead Independent Director $60,000 | Chairman retainer increased from $70,000 prior to June 2024 . |
| Committee retainers (policy) | Audit Chair $15,000; Member $7,500 | As disclosed . |
| Compensation Chair $10,000; Member $5,000 | As disclosed . | |
| NCG Chair $8,000; Member $4,000 | As disclosed . | |
| Annual director total cap | $750,000 (cash + equity grant-date fair value) | Policy limit per fiscal year . |
Performance Compensation
| Grant/Instrument | Key Terms | Value/Shares | Vesting/Price |
|---|---|---|---|
| 2024 annual director option grant | Standard for non-employee directors | Grant-date fair value $94,734 | 27,700 options; exercise price $4.37; vests on first anniversary (or immediately prior to next annual meeting) . |
| 2024 total equity compensation (Golumbeski) | Option Awards (aggregate) | $94,734 | As reported for FY2024 . |
| Initial new-director equity (policy) | One-time initial award (options/RS/RSUs at committee discretion) | $250,000 grant-date fair value | Vests over 3 years (policy-level disclosure; not newly applicable to Golumbeski in 2024) . |
Notes: The Compensation Committee engaged Aon in 2024 as its independent compensation consultant and determined no conflicts of interest under Nasdaq/SEC rules . Compensation Committee interlocks: none in the prior three years .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Cross-directorships/Interlocks | Serves on boards at SAGE, MURA, Carrick; prior boards MOR, ENTA, AURA. No interlock disclosures with STTK executives or compensation committees at other companies; the company reports no compensation committee interlocks in prior three years . |
| Related-party transactions | No transactions involving Golumbeski disclosed. Related party items in period include 2023 private placement with entities affiliated with Redmile (director Michael Lee affiliation). Related-person transaction policy requires Audit Committee review/approval or ratification . |
Expertise & Qualifications
- Skills: Extensive management and BD experience; led M&A/collaboration strategy at Celgene; multiple public biotech directorships; investment partner at Droia .
- Education: B.S. Biology (UVA), Ph.D. Genetics (UW–Madison), postdoc in molecular biology (University of Colorado–Boulder) .
- Board leadership: Independent Chairman overseeing governance; independent executive sessions at every regular meeting .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| George Golumbeski | 54,613 | 213,331 | 267,944 | <1% (starred in table) |
| Options outstanding (all) | — | — | 241,031 option awards held as of 12/31/2024 (aggregate count) | — |
| Source/Notes | — | — | As-of-date Dec 31, 2024 counts; “beneficial” includes right to acquire within 60 days | Option awards count table as of 12/31/2024 lists 241,031 for Golumbeski . Beneficial ownership table footnote (14) gives breakdown and table shows “<1%” star . |
Policy signals:
- Insider trading policy prohibits short-term trading, short sales, derivatives/puts/calls, and hedging in company securities (enhances alignment). No explicit pledging prohibition disclosed .
Governance Assessment
-
Strengths for investor confidence
- Independent Chairman structure separates oversight and management, with regular executive sessions of independent directors .
- Deep BD and partnership expertise (Celgene) aligns with STTK’s needs for collaborations and capital-efficient pipeline progress .
- Active Compensation Committee member; committee uses an independent consultant (Aon) with no conflicts identified; no interlocks reported, supporting compensation governance quality .
- Director equity grants and option-based compensation provide at-risk component; director fees and equity within disclosed policy limits .
-
Watchpoints
- Multiple outside public boards (SAGE, MURA) and partnership role at Droia could raise time-commitment and potential conflict considerations; Board policy expects directors to limit board seats and notify before accepting new seats; independence affirmed by the Board in 2025 review .
- No director-specific attendance percentages disclosed; company states each director met at least 75% attendance in 2024, which meets common thresholds but leaves limited granularity .
- Related-party monitoring appears robust; no transactions involving Golumbeski disclosed. The Redmile transaction (director Lee-affiliated) underscores the relevance of the related-person policy and Audit Committee oversight .
Appendix: Committee Map (2024)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Helen Boudreau; Tyler Brous; Neil Gibson | Helen Boudreau | 6 |
| Compensation | Tyler Brous; George Golumbeski; Clay Siegall | Tyler Brous | 4 |
| Nominating & Corporate Governance | Carrie Brownstein; Neil Gibson; Kate Sasser | Neil Gibson | 5 |
Director Compensation Summary (FY2024)
| Name | Fees Earned ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| George Golumbeski | 76,319 | 94,734 | 171,053 |
Additional policy details: Non-employee director annual option grant in 2024 covered 27,700 shares at $4.37 exercise price; vesting on first anniversary/just prior to next annual meeting . Chairman cash retainer increased to $72,500 effective June 21, 2024 .
Additional Company-Level Governance Policies (context)
- Independence determination applied with consideration of external relationships; Board concluded all non-employee directors (including Golumbeski) are independent under Nasdaq rules .
- Clawback policy: Rule 10D-1 compliant recovery of excess incentive compensation after restatement (executive-focused) .
- Section 16(a) compliance: Company noted several late Form 4 filings for certain officers in 2024; no mention of Golumbeski among late filers .