Andrew Goldberg
About Andrew Goldberg
Andrew Goldberg, M.D. (age 43) is an independent director of Tarsus Pharmaceuticals and has served on the Board since August 2020. He is Managing Director at Marshall Wace LLP, helping lead the XO Healthcare Innovation Fund, and is a U.S. board‑certified physician in Critical Care and Emergency Medicine with prior roles at Vivo Capital and McKinsey. Dr. Goldberg holds an M.D. from The George Washington University and a post‑doctoral diploma in translational science from the Mayo Graduate School. The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marshall Wace LLP | Managing Director; helps lead XO Healthcare Innovation Fund | Since Mar 2021 | Healthcare investing and capital markets expertise supporting Board oversight |
| Vivo Capital | Principal → Partner | Feb 2016 – Mar 2021 | Life sciences investing; product/strategy diligence |
| McKinsey & Company | Consultant (pharma, medtech, biotech) | Prior to 2016 | Strategy, M&A, sales/marketing, product development engagements |
| Mayo Clinic College of Medicine | Instructor in Medicine; Critical Care fellowship; Attending (Emergency Medicine) | Prior to 2016 | Clinical/academic leadership; 25+ peer‑reviewed publications |
| LAC+USC Medical Center | Emergency Medicine Residency | Prior to Mayo tenure | Clinical training; emergency care operations |
External Roles
| Organization | Type | Role | Public Company? | Notes |
|---|---|---|---|---|
| Marshall Wace LLP | Asset manager | Managing Director | No (role at private firm) | Leads XO Healthcare Innovation strategy |
| Other public company boards | — | — | — | No current public company directorships disclosed for Dr. Goldberg in the proxy |
Board Governance
- Committee assignments:
- As of Dec 31, 2024: Nominating & Corporate Governance (member); Science & Technology (member). Not on Audit in 2024 .
- As of Apr 15, 2025: Audit (member); Nominating & Corporate Governance (member); Science & Technology (member). No chair roles .
- Independence: Board determined Dr. Goldberg (and all non‑employee directors except the then‑CMA/CMO) are independent under Nasdaq .
- Attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Committee activity levels (2024): Audit (4 meetings), Compensation (5), Nominating & Governance (4), Science & Technology (4), Commercial (4) .
- Board leadership: Combined CEO/Chair structure with a Lead Independent Director (Wendy Yarno) and regular executive sessions of independent directors .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $51,500 | Matches Board member retainer + committee member fees (see schedule below) |
| Annual Board retainer (2024) | $40,000 | For non‑employee directors |
| Committee member fees (2024) | Nominating/Gov: $5,000; Science & Tech: $6,500 | Consistent with Dr. Goldberg’s 2024 committee assignments |
| 2025 change (effective post‑2025 AGM) | Board retainer increased to $50,000 | Cash component change approved Mar 2025 |
Performance Compensation
| Element | 2024 Grant Structure | Typical Size (2024) | Vesting | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Annual RSU | Time‑based | 3,350 RSUs | Vests in full at 1 year | Director equity awards vest in full upon a “change of control” (single trigger) |
| Annual Stock Option | Time‑based | 5,000 options | Vests in full at 1 year | Same as above |
| Initial Director Equity (upon joining) | Time‑based | 6,700 RSUs + 10,000 options | RSUs and options vest in 3 equal annual installments | Same as above |
| 2025 Program Update | Grant‑to‑value approach | Annual: $270,000 target value (50% RSU/50% option); Initial: $540,000 | As above; share counts float with 40‑day avg price and Black‑Scholes inputs | Same as above |
- 2024 reported equity value for Dr. Goldberg: RSUs $109,679; Options $110,675; Total director compensation $271,854 (including $51,500 cash) .
- 2024 RSU/option counts outstanding at year‑end for non‑employee directors: Dr. Goldberg had 3,350 RSUs and 5,000 options granted in 2024 per program footnotes .
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company directorships disclosed for Dr. Goldberg in the proxy |
- Compensation committee interlocks: Dr. Goldberg was not a member of the Compensation Committee in 2024; interlocks section lists Chaudhuri, Yarno, Link only .
Expertise & Qualifications
- Clinical/technical: Board‑certified in Critical Care and Emergency Medicine; instructor at Mayo; >25 publications (JAMA, Resuscitation, Cleveland Clinic Journal of Medicine) .
- Strategy/investing: Managing Director (Marshall Wace XO Healthcare Innovation Fund); former partner at Vivo Capital; prior McKinsey experience in pharma/biotech/medtech strategy and M&A .
- Financial literacy: Audit Committee members must read/understand fundamental financial statements; Dr. Goldberg currently serves on the Audit Committee .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (3/31/2025) | 42,850 shares | <1% of outstanding shares |
| Direct shares | 13,350 | As disclosed in beneficial ownership footnote |
| Options exercisable within 60 days | 29,500 | Included in beneficial ownership |
| Unvested RSUs (12/31/2024) | 3,350 | Director RSUs outstanding at year‑end 2024 |
| Pledging/Hedging | Prohibited by policy | Directors prohibited from hedging and pledging shares |
Governance Assessment
-
Positives
- Independent director with active engagement across three committees (Audit; Nominating & Governance; Science & Technology) as of April 2025, signaling substantive oversight and domain expertise application .
- Attendance: met the company’s threshold (≥75%) amid 2024 committee workloads; Board met 4x with robust committee activity (Audit 4; Nom/Gov 4; S&T 4) .
- Alignment: Receives a balanced cash/equity director package with standardized annual RSU/option grants; hedging and pledging prohibited, supporting shareholder alignment .
-
Watch‑outs / RED FLAGS
- Single‑trigger full vesting of director equity upon change‑of‑control (no termination requirement) can be viewed as shareholder‑unfriendly by some investors; monitor future design changes and rationale from the Compensation Committee .
- Potential perceived conflict: senior role at a large asset manager (Marshall Wace) that may transact in TARS securities, though (i) Board determined independence, and (ii) no related‑party transactions involving Dr. Goldberg were disclosed; continue monitoring for any trading or engagement disclosures and recusals as needed .
-
Compensation Reasonableness
- 2024 director cash fees for Dr. Goldberg align exactly with the disclosed fee schedule (Board retainer plus committee member fees), and equity values are in line with the standardized annual grant sizes; 2025 shift to grant‑value targets modernizes the program and removes the soft cap .