Robert Zerbe
About Robert Zerbe
Independent Chairman of the Board at Vericel (VCEL). Age 74; director since 2006. Former CEO of QUATRx Pharmaceuticals; previously senior R&D leadership roles at Pfizer (Parke‑Davis) and Eli Lilly. M.D. from Indiana University School of Medicine; post‑doctoral work in internal medicine, endocrinology and neuroendocrinology at Indiana University and NIH .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QUATRx Pharmaceuticals Company | Co‑founder and Chief Executive Officer | 2000–2016 | Led drug development company |
| Pfizer (formerly Parke‑Davis) | Senior Vice President, Worldwide Clinical Research & Development; other senior roles | 1993–2000 | Led clinical development for key products (e.g., Lipitor, Neurontin) |
| Eli Lilly and Company | Managing Director, Lilly Research Center U.K.; Vice President of Clinical Investigation & Regulatory Affairs; other R&D roles | 1982–1993 | Led clinical programs, regulatory affairs |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Metabolic Solutions Development Company | Board member | Not disclosed | Private |
| Cirius Therapeutics | Board member | Not disclosed | Private |
| Other current public company boards | None | — | — |
Board Governance
- Independent Chairman of the Board; presides over Board meetings and executive sessions; sets agendas with CEO; oversees succession and director refreshment alongside Governance & Nominating Committee .
- Independence: Board determined all directors except CEO are independent; Zerbe is independent .
- Committee assignments: Audit Committee member (Audit Committee chaired by Kevin McLaughlin; members include Alan Rubino and Robert Zerbe) .
- Attendance: In 2024, Board held five meetings; each director attended at least 80% of full Board meetings, and all but one attended 100%; all directors attended 100% of the committee meetings on which they served .
- Related‑party transactions: Audit Committee reviews related‑party transactions; none reportable in FY2024 .
- Governance policies: Prohibition on hedging/pledging of stock; robust Stock Ownership Guidelines; Clawback policy updated in 2023; ongoing Board education (cybersecurity, SEC compliance, privacy) .
- Say‑on‑Pay signal: 2023 advisory vote support rate 92% (for executive comp) .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer (Chairman of the Board) | Chairman receives an annual fee; policy indicates $90,000 paid quarterly | $100,000 fees earned (Zerbe) |
| Committee membership fees | Policy: Chairman does not receive additional fees for Board/committee membership | Not applicable |
| Committee chair fees | Audit Chair $20,000; Compensation Chair $17,500; Governance & Nominating Chair $10,000 (not applicable to Zerbe) | — |
| Meeting fees | Not disclosed | — |
| Deferred compensation election | Zerbe elected to defer $100,000 of earned director fees effective Dec 28, 2023 | $100,000 deferred |
Performance Compensation
| Equity Type | Grant Practice | 2024 Grant (Zerbe) | Vesting | Valuation |
|---|---|---|---|---|
| RSUs | Annual grant of 3,200 RSUs to each continuing non‑employee director at annual meeting | 3,200 RSUs | Vests on earlier of first anniversary of grant or next annual meeting; subject to continued service; settlement may be deferred under plan | Grant date fair value $150,656 |
| Stock Options | Annual grant of option to purchase 8,000 shares at FMV on grant date | Option grant included in annual program | Vests in equal monthly installments over one year; post‑termination exercise up to 24 months; change‑in‑control treatment per agreement | Grant date fair value $219,242 |
| Initial grants for new directors | 4,000 options; 1,600 RSUs; pro‑rated between annual meetings | Not applicable to Zerbe (incumbent) | As above | — |
| 2024 Director Equity and Cash Summary | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Robert L. Zerbe | $100,000 | $150,656 | $219,242 | $469,898 |
Notes:
- Zerbe elected to defer $100,000 of earned director fees effective Dec 28, 2023 .
- Director equity awards are time‑based; no performance metrics are attached to director equity grants .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| VCEL committee roles | Audit Committee member; Independent Chairman of the Board |
| Shared directorships with competitors/suppliers/customers | Not disclosed; no related‑party transactions in FY2024 |
Expertise & Qualifications
- BioPharma executive leadership; CEO/GM experience over 15 years (QUATRx) .
- R&D leadership across major pharma; led clinical development for products including Prozac, Lipitor, Neurontin .
- Geographic experience in North America and Europe; prior Board experience; age and tenure matrix reflects breadth of skills .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | RSUs Vesting within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Robert L. Zerbe | 92,545 | 62,750 | 3,200 | 92,545 (includes above per SEC rules) | <1% |
| Unvested RSUs (as of 12/31/2024) | 3,200 | — | — | — | — |
| Unexercised Stock Options (as of 12/31/2024) | 65,250 | — | — | — | — |
- Director Stock Ownership Guidelines: 3x annual cash retainer; as of 12/31/2024, all non‑employee directors in compliance .
- Hedging/Pledging: Prohibited for directors and executive officers .
Governance Assessment
- Strengths: Independent Chair role enhances oversight; active Audit Committee participation; high committee attendance; robust policies (clawback, anti‑hedging/pledging, stock ownership guidelines) and no related‑party transactions in FY2024 .
- Alignment: Meaningful equity in director compensation (options + RSUs), with ownership guideline compliance; Zerbe’s beneficial ownership includes exercisable options and RSUs, supporting “skin‑in‑the‑game” .
- Engagement: Board education and executive sessions at each Board/committee meeting; Zerbe presides over executive sessions, indicating active independent oversight .
- Potential Red Flags: Long tenure (since 2006) may raise refreshment considerations, though Governance & Nominating Committee emphasizes ongoing refreshment and education; cash fee disclosure shows Chairman policy at $90,000 while Zerbe’s fees earned were $100,000 in 2024—company does not explain variance in the proxy, but total compensation is within director program norms and reviewed by independent consultant FW Cook in 2023 .
- Shareholder signals: Strong say‑on‑pay support (92%) and adoption of amended incentive plans with clear equity practices; Audit Committee independence and reporting robust .