Eric Rowinsky
VerastemAbout Eric Rowinsky
Eric Rowinsky, M.D., age 68, is a Class I director of Verastem who has served on the Board since May 2017; he stood for re‑election at the May 22, 2025 annual meeting for a new term through the 2028 annual meeting . He holds a B.A. from New York University (1977) and an M.D. from Vanderbilt University (1981), completed his residency at UC San Diego (1984) and fellowship in medical oncology at Johns Hopkins (1987) . His core credentials are in oncology drug development and registration, with authorship of 315+ peer‑reviewed manuscripts and editorial roles in cancer journals; the Board cites his principal expertise in development/registration of novel cancer therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inspira, Inc. (formerly Rgenix, Inc.) | Executive Chairman & President (2015–2023); currently President, Chair of SAB, Director | 2015–present (current roles as noted) | Oncology company leadership; portfolio development |
| Hummingbird Biotherapeutics | Part‑time Chief Medical Officer | Jul 2021–Mar 2023 | CMO role supporting R&D |
| Stemline Therapeutics, Inc. | EVP, Chief Medical Officer & Head of R&D | Nov 2011–Oct 2015 | Advanced multiple antibodies; CMO leadership |
| Primrose Therapeutics, Inc. | Co‑Founder & Chief Executive Officer | Jun 2010–Sep 2011 | CEO of start‑up through acquisition |
| ImClone Systems Inc. | EVP & Chief Medical Officer | 2005–2009 | Led FDA approval of Erbitux in H&N and colorectal cancers; advanced eight antibodies through development |
| Cancer Therapy & Research Center (IDD) | Director, Institute of Drug Development; SBC Endowed Chair | 1996–2004 | Early drug development leadership |
| Univ. of Texas HSC San Antonio | Clinical Professor of Medicine | 1996–2006 | Academic medicine |
| Johns Hopkins University SOM | Associate Professor of Oncology | 1988–1996 | Academic oncology |
| National Cancer Institute | Principal/co‑principal investigator | 1990–2004 | Pivotal investigations for multiple cancer therapeutics (e.g., paclitaxel, docetaxel, erlotinib, gefitinib, ramucirumab, tagraxofusp, temsirolimus) |
| NYU School of Medicine | Adjunct Professor of Medicine | 2008–2018 | Academic role |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Biogen Idec, Inc. | Director | Current public company directorship (as described) |
| Fortress Biosciences, Inc. | Director | Current public company directorship |
| Purple Biotech Ltd. | Director | Current public company directorship |
Board Governance
- Committee assignments: Chair, Research & Development Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined all directors other than the CEO (Paterson), former CEO (Stuglik), and former CBFO (Gagnon) are independent; Rowinsky is therefore independent under Nasdaq rules .
- Attendance and engagement: In 2024, the Board met eight times; each director attended at least 75% of Board and applicable committee meetings. One Board member attended the 2024 annual meeting of stockholders (company has no formal policy on annual meeting attendance) .
- Committee activity levels (2024): R&D Committee met 7 times; Nominating & Corporate Governance met 2 times; Commercialization Committee (Rowinsky not a member) met 5 times .
- Lead Independent Director: Michael Kauffman serves as Lead Director; also chairs Compensation and sits on Audit and R&D .
Fixed Compensation
| Component (2024) | Amount | Detail/Vesting |
|---|---|---|
| Annual Board cash retainer | $45,000 | Non‑employee director base retainer |
| Committee chair fee (R&D) | $20,000 | R&D Committee Chairperson fee |
| Committee member fee (N&CG) | $5,000 | Nominating & Corporate Governance Committee Member fee |
| Total cash fees (Rowinsky) | $70,000 | Matches director comp table |
| All Other Compensation | $84,000 | Consulting fees paid in fiscal 2024 under a consulting agreement; $7,000/month starting Jan 2024; expected last month Jan 2025 |
- Director cash fee schedule (for reference): Lead Director $25,000; Audit Chair $20,000/Audit member $10,000; Compensation Chair $15,000/Comp member $7,000; N&CG Chair $10,000/N&CG member $5,000; R&D Chair $20,000/R&D member $10,000; Commercialization Chair $20,000/Member $10,000 .
Performance Compensation
| Equity Element (2024) | Quantity/Value | Vesting/Terms |
|---|---|---|
| Annual option grant | 12,500 options | Vests monthly over 1 year, subject to service |
| Annual RSU grant | 8,333 RSUs | Vests monthly over 1 year, subject to service |
| Stock awards (RSUs) – grant date fair value | $27,249 | 2024 director compensation table (ASC 718) |
| Option awards – grant date and incremental fair value | $74,375 | Includes incremental fair value from March 2024 option exchange program |
| Option Exchange Program (approved Jan 17, 2024) | 12,572 options exchanged (Rowinsky) | One‑time exchange for new options; shareholder‑approved |
Aggregate outstanding equity at 12/31/2024 (Rowinsky): 35,488 stock options and 3,473 unvested RSUs .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Notes |
|---|---|---|
| Biogen Idec, Inc. | Biopharma | External public board; no related‑party transactions with Verastem disclosed . |
| Fortress Biosciences, Inc. | Biopharma | External public board; no related‑party transactions with Verastem disclosed . |
| Purple Biotech Ltd. | Biopharma | External public board; no related‑party transactions with Verastem disclosed . |
Expertise & Qualifications
- Oncology drug development authority; led Erbitux approvals and advanced multiple monoclonal antibodies through development at ImClone; extensive clinical and preclinical investigation experience across numerous cancer therapeutics .
- Academic and leadership roles across major institutions and companies; >315 peer‑reviewed publications; editorial roles in cancer journals .
- Board cites principal expertise in development/registration of novel oncology therapeutics as rationale for Board service .
Equity Ownership
| As of March 25, 2025 | Amount | Notes |
|---|---|---|
| Directly held common shares | 6,249 | Beneficial ownership footnote (13) |
| Options exercisable within 60 days | 28,158 | Counted in beneficial ownership |
| RSUs vesting within 60 days | 1,389 | Counted in beneficial ownership |
| Total beneficial ownership | 35,796 | “Less than 1%” of outstanding; total shares outstanding 51,489,998 |
| Hedging/Pledging | Prohibited for directors and consultants | Company policy prohibits short sales, derivatives, and hedging/pledging transactions |
| Section 16 compliance (2024) | No late filings disclosed for Rowinsky | Company disclosed late Form 4s for Gagnon, Stuglik, and Paterson only |
Governance Assessment
Strengths
- Independent director with deep oncology development expertise; chairs R&D Committee, which met seven times in 2024, indicating active engagement on scientific oversight .
- Attended at least 75% of Board/committee meetings in 2024 (as did all directors), supporting engagement .
- Company prohibits hedging and pledging of company stock, supporting alignment; no Section 16 filing issues disclosed for Rowinsky in 2024 .
Watch items / Potential RED FLAGS
- Consulting relationship with Verastem during 2024–Jan 2025 at $7,000/month (total $84,000 in 2024) while serving as an “independent” director; though permitted and disclosed, such related‑person arrangements can raise perceived independence and conflict‑of‑interest concerns. The company states he is independent under Nasdaq rules; the consulting was expected to end in Jan 2025 .
- Participation in the 2024 director option exchange program; while shareholder‑approved, the vote was closely split (For: 8,197,712; Against: 7,793,121; Abstain: 25,382), indicating notable shareholder skepticism around re‑pricing optics for insiders .
- Multiple concurrent public boards (3) may draw investor attention to potential overboarding/attention constraints in a high‑intensity clinical execution phase (no formal breach disclosed) .
Shareholder Feedback Signal
- Special meeting (Jan 17, 2024) Option Exchange vote: For 8,197,712; Against 7,793,121; Abstain 25,382—approved but with significant opposition, a signal for governance sensitivity on equity program design .
Director Compensation (Rowinsky; 2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 |
| Stock Awards ($, RSUs fair value) | $27,249 |
| Option Awards ($, incl. exchange incremental value) | $74,375 |
| All Other Compensation ($, consulting) | $84,000 |
| Total ($) | $255,624 |
Annual grant structure for non‑employee directors (2024): 12,500 options + 8,333 RSUs; both vest monthly over one year, subject to continued service . Cash fee schedule shown above under Fixed Compensation .
Board Governance (Committee Detail)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Research & Development | Chair | 7 | Scientific/medical oversight; trends and R&D risks |
| Nominating & Corporate Governance | Member | 2 | Board composition, governance principles, succession, ESG oversight |
| Commercialization | Not a member | 5 | Commercial strategy oversight (for context) |
| Audit/Compensation | Not a member | Audit 4; Comp 4 | Committee structures/independence noted for context |
Compensation Structure Analysis (Director)
- Cash vs equity mix: Material equity component (RSUs and options) plus cash fees tied to committee leadership; consulting fees are non‑standard for independent directors and elevate fixed/guaranteed cash beyond typical retainer+committee fees .
- Option Exchange Program: Director participation (12,572 options exchanged) may be perceived as less shareholder‑friendly; however, it was put to a shareholder vote and approved, albeit narrowly .
Related‑Party Transactions
- Consulting agreement: Company retained Dr. Rowinsky as a consultant beginning Jan 2024 for $7,000 per month; expected final month Jan 2025. Counted as “All Other Compensation” of $84,000 in 2024 director compensation table .
- No other related‑person transactions for Rowinsky disclosed in the proxy .
Say‑on‑Pay & Shareholder Feedback
- 2025 proxy includes advisory vote on NEO compensation; specific voting results for 2025 not included in the proxy excerpt. The 2024 special meeting’s near‑split on the Option Exchange underscores sensitivity to insider equity treatment .
Employment & Contracts
- No employment agreement as a director disclosed; separate consulting agreement details provided above (term and monthly rate) .
Performance & Track Record (Director‑relevant)
- Board cites Rowinsky’s role in the development/approval of Erbitux and involvement in multiple oncology therapeutics as key credentials supporting board effectiveness in R&D oversight .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial ownership breakdown | 6,249 common shares; 28,158 options exercisable within 60 days; 1,389 RSUs vesting within 60 days; total 35,796 (<1% of 51,489,998 shares outstanding) |
| Hedging/pledging | Prohibited for directors; enhances alignment |
Governance Summary
- Positive: Independent status; R&D chair role with high meeting cadence; robust oncology credentials; policy prohibitions on hedging/pledging; no Section 16 issues in 2024 .
- RED FLAGS: 2024–Jan 2025 consulting arrangement concurrent with director service (perceived independence risk); participation in option exchange amid close shareholder vote; multiple external public boards (capacity consideration) .