Anil Kapur

About Anil Kapur

Anil Kapur, age 55, is an independent Class III director at Verastem (VSTM), serving since October 2022. He is a seasoned oncology commercial executive and most recently served as EVP, Corporate Strategy and Chief Commercial Officer at Geron from December 2019 to August 2024; he currently sits on the board of Nurix Therapeutics, Inc. He holds a B.Eng. from Birla Institute of Technology (India), an M.S. in Industrial Engineering from Louisiana Tech University, and an MBA from Duke University (Fuqua) . The Board highlights his deep oncology expertise and proven launch execution (Imbruvica, Darzalex) as core credentials .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors other than CEO Daniel Paterson, former CEO Brian Stuglik, and former CFO Robert Gagnon are independent; thus Mr. Kapur is independent under Nasdaq rules .
• Committees and roles (2025 proxy): Mr. Kapur serves on Audit, Compensation, and Commercialization Committees; he is not a chair (Audit chaired by Michelle Robertson; Compensation chaired by Michael Kauffman) .
• Attendance and engagement: The Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings on which they served. Audit met 4 times; Compensation met 4 times .
• Charters and oversight: Committees operate under written charters; Audit oversees related-person transactions, compliance, risk, and cybersecurity .

Fixed Compensation

• Non-Employee Director Cash Policy (2024): $45,000 annual retainer plus committee fees below; paid quarterly . | Board/Committee Role | Cash Fee (2024) | |---|---| | Lead Director | $25,000 | | Audit Chair / Member | $20,000 / $10,000 | | Compensation Chair / Member | $15,000 / $7,000 | | Nominating & Governance Chair / Member | $10,000 / $5,000 | | Research & Development Chair / Member | $20,000 / $10,000 | | Commercialization Chair / Member | $20,000 / $10,000 |

• Mr. Kapur’s 2024 cash fees reconcile exactly to his roles: Base $45,000 + Audit member $10,000 + Compensation member $7,000 + Commercialization member $10,000 = $72,000 .

Performance Compensation

• Director Equity Structure: In 2024, annual director equity included an option to purchase 12,500 shares and 8,333 RSUs, vesting monthly over one year (time-based). New director Initial Grants vest quarterly over three years (also time-based). There were no new non-employee directors in 2024 .
• Option Exchange Program (Jan 17, 2024): Non-employee directors could exchange underwater options; participants were Bunn, Johnson, Kauffman, Robertson, Rowinsky, and Stuglik; Mr. Kapur is not listed as a participant .

Performance metrics: Director equity awards are time-based; no disclosed financial/ESG performance metrics for director pay in these years .

Other Directorships & Interlocks

Expertise & Qualifications

• Oncology commercial leadership with blockbuster launches (Imbruvica, Darzalex) and hematology franchise strategy at Janssen; senior roles at BMS, Baxalta, Actinium, and Geron .
• Education: B.Eng. (Birla Institute of Technology), M.S. Industrial Engineering (Louisiana Tech), MBA (Duke/Fuqua) .

Equity Ownership

• Shares outstanding: 51,489,998 as of Mar 25, 2025; 25,307,669 as of Mar 26, 2024 .
• Hedging/Pledging: Company policy prohibits directors from hedging or pledging company stock, reducing misalignment/pledge risk .

Governance Assessment

• Committee footprint and independence: Kapur serves on three key committees (Audit, Compensation, Commercialization) as an independent director—broad exposure to financial oversight and pay governance without chair roles, which limits concentration of power .
• Attendance and engagement: Board and committee cadence (8 Board; 4 Audit; 4 Compensation in 2024) with at least 75% attendance is consistent with active oversight; note only one director attended the 2024 annual/special stockholder meetings, potentially signaling limited annual-meeting engagement culture rather than individual lapse .
• Pay design and alignment: 2024 introduced RSUs alongside options for directors, with time-based vesting; Mr. Kapur’s cash fees match his committee assignments precisely, indicating a rules-based program; he did not appear among participants in the 2024 option exchange—modestly positive for optics on repricing/option refresh sensitivity .
• Ownership and skin-in-the-game: Beneficial ownership increased from 13,164 (2024) to 36,166 (2025) shares, driven by vesting/options becoming exercisable; still <1%—typical for small-cap biotech directors but warrants monitoring for alignment relative to any director ownership guidelines (not disclosed in the proxy excerpts) .
• Conflicts/related-party exposure: Professional nexus with Geron (prior employer) and a fellow VSTM director (Geron CFO Michelle Robertson) should be monitored for any transactions; oversight mechanisms include Audit Committee related-person review and a strict hedging/pledging ban; no specific related-person transactions involving Kapur are identified in the cited disclosures .
• RED FLAGS to monitor:
  • Option exchange programs can be viewed unfavorably by some investors; while Kapur was not listed as a participant, continued use or broad eligibility could draw scrutiny .
  • Low director ownership levels versus potential (undisclosed) ownership guidelines; absence of disclosed guidelines in excerpts prevents benchmarking .
  • Limited annual-meeting attendance overall (only 1 director attended in 2024), which may be a governance culture signal rather than individual behavior .

Overall: Kapur brings strong, directly relevant oncology commercialization expertise and maintains independence with multi-committee service. His compensation and equity structure are standard for the peer set, with improved alignment via RSUs and no evident option exchange participation. Monitor interlocks with Geron leadership on the Board, ongoing equity accumulation, and committee workload to sustain effective oversight .