Brian Stuglik
VerastemAbout Brian Stuglik
Brian M. Stuglik, R.Ph., age 65, is a Class II director of Verastem (VSTM). He served as Verastem’s CEO from July 2019 to July 2023 and has been on the Board since September 2017. He holds a B.S. in Pharmacy from Purdue University and brings three decades of oncology commercialization and product strategy experience, including senior leadership at Eli Lilly’s oncology division . He is currently not considered independent by the Board due to his prior executive role and ongoing consulting relationship with Verastem .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verastem, Inc. | Chief Executive Officer | Jul 2019 – Jul 2023 | Led strategic shift to RAS/FAK programs; transitioned to director post-retirement |
| Verastem, Inc. | Director (Class II) | Sep 2017 – Present | Governance and commercialization oversight |
| Proventus Health Solutions, LLC | Founder | Jan 2016 – Present | Consulting for pharma/biotech commercialization |
| Eli Lilly & Company (Oncology) | VP & Chief Marketing Officer | 2009 – Dec 2015 | Global oncology marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oncopeptides AB (STO: ONCO) | Director | Current | Public oncology company director |
| Puma Biotechnology, Inc. (Nasdaq: PBYI) | Director | Current | Public oncology company director |
Board Governance
- Independence: Not independent (former CEO and current consultant to the Company; Board deems all others independent except the current CEO and former CFO) .
- Committee assignments: Chair, Commercialization Committee; Members include Anil Kapur and Karin Tollefson . Commercialization Committee met five times in 2024 .
- Attendance: Board met eight times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non-employee director) | $45,000 | Standard director cash retainer |
| Commercialization Committee Chair fee | $20,000 | Chair premium |
| Total fees earned in cash (2024) | $65,000 | Retainer + chair fee |
| Consulting fees (2024) | $6,000 | Post-CEO consulting at $400/hour |
Performance Compensation
| Equity Element | Grant specifics | 2024 Fair Value | Vesting |
|---|---|---|---|
| Annual Grant – Options | 12,500 options | Included in $74,557 option awards total | Monthly over one year (service-based) |
| Annual Grant – RSUs | 8,333 RSUs | $27,249 stock awards total (RSUs fair value) | Monthly over one year (service-based) |
| Option Exchange (Jan 2024 approval; Mar 11, 2024 grant) | Exchanged 11,865 underwater options for new options | Incremental fair value included in $74,557 total | New options generally re-vest; company-wide program described (e.g., time-based re-vesting schedules) |
No director-specific performance metrics tied to compensation were disclosed; director equity is service-vested, not performance-vested .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Oncopeptides AB | Public biotech (oncology) | Sector overlap with VSTM commercialization focus; potential information flow/conflict risk managed via director independence standards and related-party review processes |
| Puma Biotechnology, Inc. | Public biotech (oncology) | Sector overlap; Board oversees independence and conflicts; Stuglik is not independent at VSTM |
Expertise & Qualifications
- Pharmacy degree (Purdue University); 30+ years in oncology commercialization and product strategy .
- Former VP & Chief Marketing Officer, Eli Lilly Oncology (global leadership) .
- Industry memberships (ASCO, AACR, IASLC) noted in prior proxy disclosure, underscoring clinical oncology domain engagement .
Equity Ownership
| Ownership Detail | Amount | % Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 355,130 shares | <1% | As of Mar 25, 2025 |
| Direct/common shares | 86,834 | n/a | Held directly |
| Options exercisable within 60 days | 266,907 | n/a | Included in beneficial tally |
| RSUs vesting within 60 days | 1,389 | n/a | Included in beneficial tally |
| Outstanding equity awards (12/31/2024) | 379,752 options; 11,032 unvested RSUs | n/a | Aggregate awards held |
| Hedging/pledging | Prohibited | n/a | Company policy bans hedging/pledging for directors |
Section 16 compliance: One late Form 4 filing (withholding tax sale upon RSU vest) noted for Stuglik; otherwise timely compliance .
Governance Assessment
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Strengths
- Deep commercialization expertise; chairs the Commercialization Committee that met five times in 2024, supporting launch readiness and market access strategy alignment .
- Regular equity grants align director incentives with shareholder value via time-vested options and RSUs; addition of RSUs in 2024 broadens alignment beyond options .
- Board maintains robust committee structure and independence standards; Audit Committee oversees related-party transactions and compliance .
-
Risks and Red Flags
- Independence: Stuglik is classified as not independent due to former CEO status and ongoing consulting relationship—potential conflict in oversight of commercialization decisions he chairs .
- Related-party exposure: Consulting agreement at $400/hour (with $6,000 paid in 2024) creates economic ties; requires ongoing oversight by independent directors/Audit Committee .
- Option Exchange Program: Shareholder-approved repricing-style exchange allowed underwater options to be swapped for new options (directors participated; Stuglik exchanged 11,865) — typically viewed as a governance risk signal, albeit mitigated by shareholder approval and re-vesting to enhance retention .
- Sector interlocks: Board seats at oncology companies (Oncopeptides, Puma) heighten potential for perceived conflicts or information asymmetries; transparency and recusals may be necessary in overlapping decisions .
- Section 16 timeliness: One late Form 4 (tax withholding sale) — minor compliance miss but noteworthy .
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Alignment and Attendance
- Cash/equity mix: 2024 cash fees of $65,000 plus equity awards (options/RSUs) indicate meaningful at-risk component via equity, consistent with director alignment practices; RSUs added in 2024 reduce risk vs options alone .
- Attendance threshold met (≥75%), supporting engagement .
Overall, Stuglik’s commercialization leadership can enhance board effectiveness for launch execution, but his non-independence and consulting relationship introduce conflict risks that warrant strict oversight, clear recusals when appropriate, and continued transparency around director equity programs and external board roles .