Georges Gemayel
SUPERNUS PHARMACEUTICALSAbout Georges Gemayel
Georges Gemayel, Ph.D., age 64, has served as an independent Class III director of Supernus since 2015. He brings 25+ years in global pharma, including senior operating roles at Genzyme, Roche, and Altus Pharmaceuticals, and holds a doctorate in pharmacy (St. Joseph University, Beirut) and a Ph.D. in Pharmacology (Paris-Sud University). He currently sits on multiple SUPN board committees and is chair of the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altus Pharmaceuticals (public) | President & CEO | Jun 2008 – Nov 2009 | Led a public biotech as chief executive |
| Genzyme | EVP (global therapeutics, transplant, renal, biosurgery) | 2003 – 2008 | P&L and worldwide operating responsibility |
| Hoffmann-La Roche | VP, National Specialty Care (US Dermatology/Oncology/Transplant/Hepatitis/HIV); earlier roles since 1988 | 2000 – 2003 (VP); 1988–2000 (various) | Built US specialty franchises |
| FoldRx | Executive Chairman (until acquisition by Pfizer) | 2010 | Led to successful sale |
| Syndexa Pharmaceuticals | Executive Chairman | Feb 2011 – Dec 2012 | Private drug development leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Disc Medicine Inc. | Director | Public company board (current) |
| GlycoEra AG | Chairman of the Board | Private company (current) |
| Flamingo Therapeutics | Director | Private company (current) |
| Select prior public boards | Momenta (acquired by J&J), Raptor (acquired by Horizon), Adolor (acquired by Cubist), Prosensa (acquired by BioMarin), NPS (acquired by Shire) | Former roles; multiple successful exits |
| Other prior chairs | Enterome; Dimension Therapeutics (acquired by Ultragenyx); Dynacure (merged with Flamingo); Vascular Magnetics; Oxthera AB | Former roles |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Gemayel is independent under Nasdaq/SEC rules (CEO Khattar is the only non‑independent). |
| Board tenure/class | Director since 2015; Class III term through 2027. |
| Committees (roles) | Compensation (Chair); Audit (Member); Governance & Nominating (Member); Science (Member). |
| Committee activity (FY2024) | Audit: 5 meetings; Compensation: 7 meetings; Governance & Nominating: 0 meetings; Science: 4 meetings. |
| Attendance | Board held 6 meetings; all directors except Ms. Sensenig attended ≥75% of board/committee meetings (implies Gemayel met attendance threshold). |
| Risk oversight | As Audit member, participates in oversight of financial/internal control and cybersecurity risk identification/mitigation. |
| Related-party transactions | Company discloses no related‑party transactions since Jan 1, 2024 involving directors other than a separate employment of CEO’s daughter; Audit Committee reviews/approves any such transactions. |
| Policies | Anti‑hedging and anti‑pledging for directors; routine blackout windows and pre‑clearance; clawback policy in place. |
Fixed Compensation (Director Cash Fees – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual board retainer | 50,000 | Standard non‑chair director retainer |
| Audit Committee (member) | 12,500 | Member retainer |
| Compensation Committee (member) | 10,000 | Member retainer (Gemayel is committee Chair overall, but director cash detail shows member fee; aggregate disclosed below) |
| Science Committee (member) | 10,000 | Member retainer |
| Governance & Nominating (member) | 6,000 | Member retainer |
| Total Cash Fees (2024) | 88,500 | As reported for Gemayel |
Performance Compensation (Director Equity – 2024)
| Award | Grant Date | Terms | Fair Value (USD) |
|---|---|---|---|
| RSUs | Feb 22, 2024 | 50% of annual equity; RSUs equal to ~$150,000; vest 100% after 1 year; forfeiture if board service ends before vest | 150,010 |
| Stock Options | Feb 22, 2024 | ~50% of annual equity; 10‑year term; exercise price $27.94; vest 100% after 1 year | 142,678 |
| Notes | — | 2024 director pay structure unchanged vs 2023; equity mix intended to align with shareholders | — |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Disc Medicine Inc. (public) | Hematology | Director | No SUPN related‑party transactions disclosed; Audit Committee oversees any related‑party matters. |
| GlycoEra AG (private) | Biotech | Chairman | No related‑party transactions disclosed. |
| Flamingo Therapeutics (private) | Biotech | Director | No related‑party transactions disclosed. |
Expertise & Qualifications
- Deep operating experience in biopharma across US/EU/Middle East; senior roles at Genzyme and Roche; former public‑company CEO (Altus).
- Academic credentials: Doctorate in pharmacy (St. Joseph University, Beirut); Ph.D. in Pharmacology (Paris‑Sud University).
- Extensive boardroom experience across numerous public and private life sciences companies, including multiple successful M&A outcomes.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (4/22/2025) | 106,727 shares; <1% of outstanding. |
| Includes options exercisable within 60 days | 88,043 shares via options. |
| Director ownership guideline | Directors required to hold $150,000 in company stock within 5 years (adopted 2020). |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy. |
Compensation Committee Oversight (Gemayel as Chair)
- Committee composition: Independent directors; Gemayel (Chair), Hudson, Newhall. Seven meetings in FY2024.
- Practices: Uses independent consultant Aon; peer group set with explicit size/scale criteria; annual risk assessment of compensation programs; CD&A reviewed and recommended by the committee.
- Shareholder feedback: 2024 Say‑on‑Pay received >95% approval.
Governance Assessment
- Positives
- Independent director with substantial operating and board experience across biopharma; chairs Compensation and serves on Audit—key for pay and financial oversight.
- Strong engagement indicated by committee meeting cadence (Comp: 7; Audit: 5; Science: 4) and ≥75% attendance threshold met.
- Robust governance policies: anti‑hedging/pledging, clawback, director stock ownership guideline; no Gemayel‑related party transactions disclosed.
- Shareholder alignment signal: >95% Say‑on‑Pay approval under his Compensation Committee leadership.
- Watch items / potential red flags
- Governance & Nominating Committee did not meet during FY2024; board should ensure ongoing attention to refreshment and governance processes even absent immediate needs.
- Director equity vests on time‑based schedules (1‑year cliff) rather than performance; common for directors, but lowers explicit pay‑for‑performance sensitivity at the board level.
Overall, Gemayel brings credible operating and deal experience with broad committee involvement and independence, supporting investor confidence in compensation and financial oversight; monitoring of Governance & Nominating committee activity and continued attention to director ownership guideline compliance are advisable.