Justin Roberts
TherapeuticsMDAbout Justin Roberts
Justin Roberts (age 43) is an independent director of TherapeuticsMD (TXMD) since 2022. He is a Partner at Rubric Capital Management LP (since its formation in 2016) and serves as a Non‑Executive Director of Mereo BioPharma Group plc (NASDAQ: MREO). He holds a degree from Johns Hopkins University, graduating with honors. Committees: Audit and Compensation; he is not a committee chair.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Rubric Capital Management LP | Partner | Since 2016 | Investment/finance expertise brought to TXMD board |
| Point72 Asset Management | Investment professional | Seven years (prior to 2016) | Public markets experience |
| Moore Capital Management | Investment role (not specified) | Not disclosed | Hedge fund perspective |
| ZS Associates | Role not specified | Not disclosed | Analytical/consulting experience |
| Lehman Brothers (M&A) | Investment banking (M&A) | Early career | Transactional/M&A skillset |
External Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Mereo BioPharma Group plc (NASDAQ: MREO) | Non‑Executive Director | Current | Committee roles not disclosed by TXMD |
Board Governance
- Independence: The Board has affirmatively determined Roberts is independent under SEC and Nasdaq standards; a majority of the Board is independent.
- Committees: Audit Committee (members: Cooper C. Collins, Chair; Justin Roberts; Tommy G. Thompson) and Compensation Committee (members: Gail K. Naughton, Chair; Cooper C. Collins; Justin Roberts). Thompson is the Audit Committee financial expert.
- Meetings and attendance: In FY 2024, the Board met 9 times; the Audit Committee met 4 times; the Compensation Committee met 0 times. No director attended fewer than 75% of Board and committee meetings. Two directors virtually attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session; chaired by Chairman Thompson.
- Nominating: TXMD no longer has a separate Nominating Committee; independent directors (entire Board) handle nominations.
Fixed Compensation
Director pay framework and Roberts’ elected waiver.
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Standard annual Board cash retainer | $57,500 (non‑chair) | $57,500 | $57,500 |
| Audit Committee retainer (Chair/Member) | $30,000 / $15,000 | $30,000 / $15,000 | $30,000 / $15,000 |
| Compensation Committee retainer (Chair/Member) | $20,000 / $12,000 | $20,000 / $12,000 | $20,000 / $12,000 |
| Per‑meeting fees | None | None | None |
| Annual director RSU program | 5,000 RSUs (post‑9/29/22) except Roberts; 1‑yr vest | 8,500 RSUs except Roberts; 1‑yr vest | No equity grants in 2024 |
| Roberts compensation election | Elected not to receive director compensation | Elected not to receive director compensation | Elected not to receive director compensation |
Director‑level compensation actually paid to Roberts:
| Year | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| 2022 | — | — | — |
| 2023 | — | — | — |
| 2024 | — | — | — |
Performance Compensation
- Structure and metrics: TXMD’s non‑employee director equity program uses time‑based RSUs (no performance metrics); RSUs are valued at grant date stock price and vest over one year; there were no director equity grants in 2024. Roberts elected not to receive equity awards.
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| PSUs to directors (Roberts) | None disclosed | None disclosed | None disclosed |
| RSUs to Roberts | 0 (elected no comp) | 0 (elected no comp) | 0 (no grants; elected no comp) |
| Performance metrics tied to director equity | None; time‑based RSUs | None; time‑based RSUs | None (no grants) |
Other Directorships & Interlocks
| Entity | Relationship | Details / Potential Interlock |
|---|---|---|
| Mereo BioPharma Group plc (MREO) | Non‑Executive Director | Current external public board role |
| Rubric Capital Management LP | Partner; 5%+ TXMD holder | Rubric held 2,946,908 TXMD shares (25.6%) as of Oct 17, 2024; 2,946,908 (25.5%) as of Oct 20, 2025. Roberts personally has no reported TXMD beneficial ownership. Related‑party transactions summarized below. |
Related‑party transactions involving Rubric (Roberts’ employer):
- Subscription agreements with Rubric dated July 29, 2022; Sept 30, 2022; Oct 28, 2022; and May 1, 2023. On Dec 30, 2022, TXMD redeemed all 29,000 shares of Series A Preferred from Rubric at $1,333/share and paid ~ $3.0 million make‑whole to Rubric affiliates. Common stock issuances: 312,525 shares at $3.6797 on Jun 29, 2023 ($1.15M gross); 877,192 shares at $2.2761 on Nov 15, 2023 ($2.0M gross). Roberts receives no Board compensation.
- 2023 proxy disclosed potential Rubric ownership up to ~44.3% if a private placement had been fully subscribed (contextual history).
Audit Committee oversight note: The Audit Committee charter includes reviewing/approving transactions between TXMD and its directors/officers/affiliates.
Expertise & Qualifications
- Finance and investing: Partner at Rubric; seven years at Point72; prior roles at Moore Capital and ZS Associates.
- Transactions/M&A: Early career investment banker in M&A at Lehman Brothers.
- Education: Johns Hopkins University, honors.
Equity Ownership
| Holder | 2024 Shares | 2024 % | 2025 Shares | 2025 % | Notes |
|---|---|---|---|---|---|
| Justin Roberts | — | — | — | — | Reports no personal beneficial ownership |
| Rubric Capital Management LP | 2,946,908 | 25.6% (out of 11,532,432) | 2,946,908 | 25.5% (out of 11,574,362) | Roberts is a Partner at Rubric |
Vested/unvested breakdown for Roberts: No RSUs/options outstanding (as of Dec 31, 2022/2023/2024), consistent with his compensation election.
Governance Assessment
-
Strengths
- Formally independent; serves on both Audit and Compensation committees; Board majority independent.
- High attendance culture; no director below 75% in 2024; Board met 9 times; Audit met 4 times.
- Elected to take no director compensation, reducing remuneration conflicts.
- Audit Committee charter includes related‑party approval oversight.
-
Watch‑items / RED FLAGS
- Affiliation with a large shareholder: Roberts is a Partner at Rubric, which holds ~25.5–25.6% of TXMD; TXMD executed multiple capital transactions with Rubric (preferred redemption and common stock issuances) in 2022–2023. Heightened related‑party and control influence risk; careful recusal and committee oversight expected.
- Compensation Committee met zero times in 2024, which may indicate limited committee activity; monitor cadence vs. scope of responsibilities.
-
Mitigants
- Independence affirmed annually under SEC/Nasdaq rules.
- Audit Committee responsible for related‑party transaction oversight; Board holds executive sessions of independent directors.
Overall: Roberts brings deep buy‑side and M&A expertise. His lack of personal TXMD holdings and election to decline director pay reduce direct pay conflicts but also limit “skin‑in‑the‑game” at the individual level; alignment is primarily via Rubric’s significant ownership. Continued transparency on recusals and rigorous Audit Committee oversight of Rubric‑related transactions are important to sustain investor confidence.