Charles Rowland Jr.
Director at VKTX
Board
About Charles A. Rowland, Jr.
Charles A. Rowland, Jr. (age 66) has served on Viking Therapeutics’ board since July 2017, bringing deep finance and life sciences operating experience, including prior CFO roles and a brief CEO stint at Aurinia Pharmaceuticals . He holds a B.S. in Accounting from Saint Joseph’s University and an MBA (finance) from Rutgers University . At VKTX he is an independent director under Nasdaq rules and currently a Class I nominee slated to serve through the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aurinia Pharmaceuticals Inc. | President & CEO; Director | CEO: Apr 2016–Feb 2017; Director: Jul 2014–Feb 2017 | Led organization through transition period |
| ViroPharma Incorporated | Vice President & CFO | Oct 2008–Jan 2014 (acquired by Shire) | Senior finance leadership at international biopharma |
| Endo Pharmaceuticals Inc. | EVP & CFO; Interim Co-CEO | 2006–2008 | Oversaw finance; interim chief executive responsibilities |
| Bristol‑Myers Squibb; Novartis; Pharmacia; Biovail; Breakaway Technologies | Increasing responsibility roles | Prior to 2006 | Broad biopharma and finance experience |
External Roles
| Company | Role | Since/Through | Committees/Notes |
|---|---|---|---|
| Generation Bio Co. | Director; Audit Committee Chair | Since Jul 2018 (current) | Audit Chair leadership in gene therapy company |
| Nabriva Therapeutics AG | Director; Compensation Committee Chair | Jan 2015–Jan 2025 | Comp Chair; tenure concluded Jan 2025 |
| Orchard Therapeutics plc | Director; Audit & Compensation Chair | Jun 2018–Jan 2024 (acquired by Kyowa Kirin) | Chaired both audit and compensation |
| Blueprint Medicines Corporation | Director; Audit Committee Chair | Mar 2015–Jun 2022 | Audit Chair at commercial-stage biotech |
| Psioxus Therapeutics | Director | Aug 2017–Oct 2019 | — |
| Vitae Pharmaceuticals, Inc. | Director | Sep 2014–Sep 2016 | — |
| BIND Therapeutics, Inc. | Director | May 2014–Jul 2016 | — |
| Idenix Pharmaceuticals, Inc. | Director | Jun 2013–Aug 2014 | — |
Board Governance
- Role and independence: Independent Class I director; member of the Audit Committee and Chair of the Compensation Committee .
- Committee assignments (2024 activity): Audit Committee met 4x; Compensation Committee met 5x; Rowland chaired Compensation and served on Audit .
- Attendance and engagement: In 2024, no director attended fewer than 75% of aggregate board/committee meetings; all directors, including Rowland, attended the 2024 annual meeting .
- Board structure: Classified board; Rowland is a Class I nominee up for election at the May 20, 2025 meeting to serve until 2028 .
- Executive sessions: Independent directors meet in executive session periodically, without management present .
Fixed Compensation (Director)
| Component (2024 policy) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $40,000 | Prior Director Policy in effect during 2024 |
| Compensation Committee Chair retainer | $15,000 | Chair fee |
| Audit Committee member retainer | $10,000 | Member fee |
| Total cash fees actually paid to Rowland (2024) | $65,000 | As reported |
2025 update: Restated Non‑Employee Director Policy increased the annual board retainer to $50,000 (other committee fees unchanged vs 2024) .
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares/Options | Grant-Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| Jan 2, 2024 | Stock option | 32,000 | $393,347 | Vests fully on Jan 2, 2025 (1-year); 10-year term |
| Policy terms (change in control) | Stock options | — | — | All unvested director awards accelerate and become fully vested/exercisable immediately prior to a change in control (Prior policy); same acceleration under Restated policy (contingent upon change in control) |
Note: Director equity vests based on continued service; there are no performance (TSR/financial/ESG) metrics tied to director awards .
Other Directorships & Interlocks
- Current public board: Generation Bio Co. (Audit Chair) .
- Recent public boards (ended): Nabriva Therapeutics (Comp Chair, ended Jan 2025); Orchard Therapeutics (Audit & Comp Chair, ended Jan 2024); Blueprint Medicines (Audit Chair, ended Jun 2022) .
- Compensation Committee interlocks: None disclosed for 2024; no member (including Rowland) was an officer/employee or had relationships requiring Item 404 disclosure; no executive officer of VKTX served on a board/compensation committee of an entity with VKTX executives on VKTX’s Compensation Committee .
Expertise & Qualifications
- Financial and operating expertise from CFO roles at ViroPharma and Endo, interim co‑CEO experience, and multiple audit/compensation committee chair roles across biopharma boards .
- Education: B.S. Accounting (Saint Joseph’s University); MBA, finance concentration (Rutgers University) .
- At VKTX, he provides compensation oversight as Committee Chair and serves on Audit, supporting pay design, risk assessment, and oversight of financial reporting alongside the Audit Committee .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Class | Directly Owned | Options Exercisable ≤60 Days | Notes |
|---|---|---|---|---|---|
| Charles A. Rowland, Jr. | 188,000 | <1% | 30,000 | 158,000 | As of March 15, 2025; “*” indicates <1% |
- As of Dec 31, 2024, he held options to purchase an aggregate of 188,000 VKTX shares (total outstanding options), consistent with the beneficial ownership footnote showing 158,000 options exercisable within 60 days of March 15, 2025 .
- Hedging/pledging: Hedging/monetization transactions are prohibited for insiders; pledging is allowed only with pre‑clearance by the insider trading compliance officer . No pledging by Rowland is disclosed in the proxy .
- Ownership guidelines: Effective March 20, 2025, non‑employee directors must hold stock equal to 1x annual board cash retainer by Dec 31, 2028; compliance measured annually using 30‑day average price .
Governance Assessment
-
Positives
- Independent director with significant audit and compensation governance leadership; currently Compensation Committee Chair and Audit Committee member at VKTX .
- Strong engagement: met attendance threshold; attended 2024 annual meeting; committees were active (Audit 4x, Comp 5x) .
- No related‑party transactions disclosed since Jan 1, 2024; Compensation Committee interlocks none, supporting independence and minimized conflicts .
- Director pay structure is straightforward (retainer + annual service‑vesting option), with clear change‑in‑control treatment; stock ownership policy adopted to reinforce alignment .
-
Watch items / potential red flags
- Multiple board commitments (current + extensive recent roles) can elevate time‑commitment risk; ongoing monitoring of attendance and committee workload is prudent .
- Director compensation is equity‑heavy (2024: $65k cash vs $393k grant‑date option value), which can amplify sensitivity to stock price volatility; however, vesting is time‑based, and hedging is prohibited .
- Pledging permitted with pre‑clearance (not prohibited), though no pledges are disclosed for Rowland; investors may prefer outright prohibitions to eliminate collateralization risk .
-
Broader signals
- Board independence affirmed; Chair is independent; independent director executive sessions occur periodically .
- Executive pay support: Say‑on‑pay approval at 2024 annual meeting was ~93.34% for FY2023 compensation, indicating favorable shareholder sentiment toward compensation governance; the Compensation Committee (which Rowland chairs) uses an independent consultant (Aon) with no conflicts reported .