Mace Rothenberg
About Mace Rothenberg, M.D.
Independent Class II Director at Tango Therapeutics since March 2021; age 68. Rothenberg is President and Executive Director of the Museum of Medicine and Biomedical Discovery (since Sept 2022) and formerly served as Pfizer’s Chief Medical Officer (2019–2021), Chief Development Officer for Oncology (2016–2018), and SVP, Clinical Development & Medical Affairs for Pfizer Oncology (2008–2016). He is board‑certified in Internal Medicine and Medical Oncology, a fellow of the American College of Physicians and ASCO, with a B.A. from the University of Pennsylvania and an M.D. from NYU; residency at Vanderbilt and oncology fellowship at the National Cancer Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer, Inc. | Chief Medical Officer; Head of Worldwide Medical & Safety | 2019–2021 | Led global medical/safety; senior executive accountability |
| Pfizer Oncology | Chief Development Officer (Oncology) | 2016–2018 | Oversaw oncology development portfolio |
| Pfizer Oncology | SVP, Clinical Development & Medical Affairs | 2008–2016 | Drove clinical programs and medical affairs |
| University of Texas Health Science Center — San Antonio | Faculty | Prior to 2008 (part of 25 years in academia) | Academic leadership in oncology |
| Vanderbilt University Medical Center | Faculty; Internal Medicine Residency | Faculty pre‑2008; Residency earlier | Academic/clinical training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Museum of Medicine & Biomedical Discovery | President & Executive Director | Since Sept 2022 | Nonprofit leadership |
| Surrozen, Inc. (NASDAQ: SRZN) | Director | Since May 2021 | Public company board; Wnt pathway therapeutics |
| Aulos Bioscience (private) | Director | Since Mar 2021 | Immuno‑oncology |
| Chiara Biosciences (private) | Director | Since Jan 2023 | Biotechnology |
Board Governance
- Independence: Board determined all directors other than the CEO (Barbara Weber) are independent; Rothenberg is independent under Nasdaq and SEC rules .
- Committees:
- Compensation Committee: Member; 3 meetings in 2024 .
- Nominating & Corporate Governance Committee: Chair; 2 meetings in 2024 .
- Attendance: Board held 4 meetings in 2024; all directors attended at least 75% of board and committee meetings; five directors attended the June 5, 2024 annual meeting .
- Board structure and term: Class II director with term continuing until the 2026 annual meeting; served since March 2021 .
| Committee | Role | 2024 Meetings | Citation |
|---|---|---|---|
| Compensation | Member | 3 | |
| Nominating & Corporate Governance | Chair | 2 |
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | RSU Fair Value ($) | Option Fair Value ($) | Total ($) |
|---|---|---|---|---|
| Mace Rothenberg, M.D. | 55,250 | 46,313 | 194,588 | 296,151 |
- Policy framework (amended/restated): Annual director cash retainer $40,000; committee fees per role—Compensation Chair $12,000; Compensation Member $6,000; Nominating & Governance Chair $10,000; Nominating & Governance Member $5,000; Audit Chair $15,000; Audit Member $7,500; Non‑executive Chair $30,000; Lead Independent Director $15,000. In May 2024, committee retainers for compensation and nom/gov were increased as shown .
Performance Compensation
- Equity structure (policy): Initial grants upon appointment—options for 60,000 shares and RSUs for 10,000 shares; annual grants—options for 37,500 shares and RSUs for 6,250 shares. Annual options vest monthly over one year; annual RSUs vest by the earlier of one year or next annual meeting; all unvested director equity vests on change‑in‑control .
- 2024 individual equity outcomes for Rothenberg: RSU grant date fair value $46,313; option grant date fair value $194,588 .
- Outstanding awards at 12/31/2024: 192,425 options; 6,250 unvested RSUs .
| Metric | Rothenberg 2024 | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|
| RSU Grant Date Fair Value ($) | 46,313 | Annual RSU vests by earlier of 1 year or next annual meeting | Unvested RSUs fully vest |
| Option Grant Date Fair Value ($) | 194,588 | Annual option vests in 12 equal monthly installments over 1 year | Unvested options fully vest |
| Outstanding Options (#) | 192,425 | Per grant schedules | N/A |
| Outstanding RSUs (#) | 6,250 | Per grant schedules | N/A |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Surrozen, Inc. (SRZN) | Director | None disclosed with Tango | Public biotech; no Item 404 transaction noted |
| Aulos Bioscience (private) | Director | None disclosed with Tango | Private immuno‑oncology |
| Chiara Biosciences (private) | Director | None disclosed with Tango | Private biotech |
| Museum of Medicine & Biomedical Discovery | President/ED | Not a related party transaction | Nonprofit leadership |
- Related party overview at Tango: 2024–2025 related party transactions involved Sesame Therapeutics (Weber, Borisy, Nextech affiliations) and Revolution Medicines collaboration (common relationships), each approved by non‑interested directors; no related party transaction disclosed for Rothenberg .
Expertise & Qualifications
- Oncology leader with senior R&D and medical leadership roles at Pfizer; extensive clinical development experience .
- Board‑certified in Internal Medicine and Medical Oncology; fellow of ACP and ASCO .
- Academic credentials: B.A. University of Pennsylvania; M.D. NYU; residency at Vanderbilt; fellowship at NCI .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Mace Rothenberg, M.D. | 194,300 | <1% | 5,000 common shares + 189,300 options exercisable within 60 days |
- Insider trading/hedging/pledging: Company policy prohibits short sales, derivative transactions, and pledging of company stock by directors and officers, reinforcing alignment and compliance .
Governance Assessment
-
Strengths:
- Independent director with deep oncology and development expertise; chairs Nominating & Corporate Governance and serves on Compensation—positions central to board effectiveness and human capital oversight .
- Engagement indicators: met at least 75% attendance threshold across board/committees; participated in a board that met four times in 2024, with annual meeting attendance noted .
- Ownership alignment: Director compensation is equity‑heavy (2024 equity fair value $240,901 vs cash $55,250), aligning incentives with shareholder value creation; unvested equity vests monthly/annually consistent with retention objectives .
- Risk controls: Prohibitions on hedging/pledging and defined related‑party review processes reduce conflict risk .
-
Watch items / RED FLAGS:
- Full acceleration of unvested director equity upon change‑in‑control (standard in many biotechs, but can be viewed as investor‑unfriendly by some governance frameworks) .
- Multiple external board roles could create time‑allocation risk; however, no attendance concerns disclosed and independence affirmed .
Overall signal: Rothenberg’s committee leadership (Nom/Gov chair) and compensation committee membership, coupled with independence and oncology domain expertise, support board effectiveness; no Item 404 conflicts disclosed for him, and attendance standards were met, which should bolster investor confidence .
