John Johnson
VerastemAbout John Johnson
John Johnson, age 67, has served on Verastem’s Board since April 2020 and is a Class I director standing for re‑election to a term ending at the 2028 annual meeting; he is an independent director under Nasdaq rules. He is a seasoned biopharma leader and board member, currently Executive Chairman of Applied Therapeutics (effective December 20, 2024), with prior CEO roles at Dendreon, Savient, Melinta, and senior leadership at Eli Lilly, ImClone, and Johnson & Johnson; he holds a B.S. from East Stroudsburg University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dendreon Corporation | President & CEO; Chairman | Jan 2012–Aug 2014 (Chair through Jun 2014) | Led oncology company during pivotal period |
| Savient Pharmaceuticals, Inc. | CEO; Director | Jan 2011–Jan 2012 | Turnaround leadership |
| Eli Lilly and Company | SVP; President, Oncology Unit | Nov 2008–Jan 2011 | Ran global oncology business |
| ImClone Systems Inc. | CEO; Director | Aug 2007–Nov 2008 | Led until acquisition by Lilly |
| Johnson & Johnson (Ortho Biotech / Worldwide Biopharma) | Company Group Chairman; President; Worldwide VP | 2001–2007 (various roles since 2001) | Oversaw biopharma units |
| Melinta Pharmaceuticals, Inc. | Interim CEO; CEO; Director | Oct 2018–Sep 2019 | Company later filed Chapter 11 on Dec 27, 2019 (now private) |
External Roles
| Organization | Role | Since/Until | Notes |
|---|---|---|---|
| Applied Therapeutics | Executive Chairman | Dec 20, 2024–Present | Current executive chair role |
| Xeris Biopharma Holdings, Inc. | Director | Current | Public company board |
| Axogen Inc. | Director | Current | Public company board |
| Reaction Biology (private) | Director; former CEO | Director since Mar 2022; CEO Mar 2022–Dec 2024 | Remains on board after stepping down as CEO |
| Autolus Therapeutics plc | Chairman | Sep 2022–Apr 1, 2024 | Public company; role ended 4/1/2024 |
| Prior public boards (selected) | Director/Chair/Lead Independent | Various | Sucampo (Lead Independent), Tranzyme (Chair), Histogenics, AVEO, Portola (former) |
Board Governance
- Independence: Board determined Mr. Johnson is independent under Nasdaq standards .
- Committee memberships and chair roles (2024):
- Chair, Nominating & Corporate Governance Committee (met 2 times in 2024) .
- Member, Compensation Committee (met 4 times in 2024) .
- Attendance: Board held 8 meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Lead Independent Director: Dr. Michael Kauffman (not Mr. Johnson) .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Standard for non‑employee directors |
| Nominating & Corporate Governance Chair fee (cash) | $10,000 | Chair premium |
| Compensation Committee member fee (cash) | $7,000 | Member premium |
| Total cash fees actually paid to John Johnson | $62,000 | Reported 2024 director compensation |
Performance Compensation (Equity)
| Equity Element | Grant/Activity | Vesting/Terms | 2024 Reported Value |
|---|---|---|---|
| Annual equity grant (standard policy) | 12,500 options; 8,333 RSUs | Monthly vesting over 1 year, subject to service | n/a (policy terms) |
| 2024 stock awards (RSUs) | Annual director grant | Time‑based; see policy above | $27,249 (grant date fair value) |
| 2024 option awards | Annual grant and option exchange incremental value | Time‑based; see policy and exchange terms | $52,099 (includes exchange incremental value) |
| Option Exchange participation | 8,549 options exchanged | One‑time shareholder‑approved program; new options with refreshed vesting (granted 3/11/2024) | n/a (count disclosed) |
Performance metrics for director equity: Not applicable; non‑employee director equity awards are time‑based, not performance‑based .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock within VSTM Board |
|---|---|---|
| Xeris Biopharma Holdings, Inc. | Public | No other VSTM director disclosed as serving on this board |
| Axogen Inc. | Public | No other VSTM director disclosed as serving on this board |
| Applied Therapeutics | Public | Executive Chairman role; no intra‑VSTM board overlap disclosed |
No Verastem proxy disclosure indicates Mr. Johnson shares an external public company board with another VSTM director; two other VSTM directors (not Johnson) serve on Purple Biotech’s board, but Johnson is not among them .
Expertise & Qualifications
- Extensive biopharma leadership (CEO roles at Dendreon, Savient, Melinta; senior roles at Lilly, ImClone; J&J group leadership) with oncology commercialization depth .
- Board governance experience across multiple public biopharma companies; current public boards at Xeris and Axogen; former chair and lead independent roles .
- Education: B.S., East Stroudsburg University of Pennsylvania .
Equity Ownership
| Metric (as of Mar 25, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (shares) | 33,785 (includes derivatives within 60 days) |
| Ownership as % of outstanding shares | <1% of 51,489,998 shares outstanding |
| Common shares held directly | 6,249 |
| Options exercisable within 60 days | 26,147 |
| RSUs vesting within 60 days | 1,389 |
| Unvested RSUs outstanding (12/31/2024) | 3,473 |
| Stock options outstanding (12/31/2024) | 31,465 |
| Hedging/Pledging policy | Company prohibits hedging and pledging of Company stock |
Insider Filings
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Proxy notes late Form 4s for three insiders (Gagnon, Stuglik, Paterson); no late filing noted for John Johnson |
Governance Assessment
- Board effectiveness and independence: Johnson serves as an independent director, chairs Nominating & Corporate Governance (board composition, governance principles, succession), and sits on Compensation (executive pay oversight). This positioning gives him meaningful influence over board refreshment and pay practices .
- Engagement and attendance: Board met 8 times; all directors met at least 75% attendance thresholds—no attendance red flags noted for Johnson .
- Pay structure and alignment: Director cash compensation aligns with policy (base retainer + chair/member fees); equity mix includes annual options and RSUs with monthly vesting, supporting ongoing alignment. 2024 totals: $62,000 cash, $27,249 RSUs, $52,099 options (including option exchange incremental value) .
- Option Exchange Program: Johnson participated (8,549 options exchanged). The program was shareholder‑approved and redesigned vesting to enhance retention; nevertheless, option exchanges/repricings are a governance watchpoint given investor sensitivities around lowering strike burdens .
- External commitments: Concurrent roles include Executive Chairman of Applied Therapeutics and directorships at Xeris and Axogen, plus a private company board. While this deepens sector insight, it warrants monitoring for overboarding risk and potential time constraints during critical VSTM milestones .
- Conflicts/related parties: No Johnson‑specific related‑party transactions disclosed; Audit Committee oversees related‑person transactions and compliance . Company prohibits hedging/pledging, mitigating alignment risks .
- Risk indicators: Prior association with Melinta (which filed Chapter 11 in Dec 2019) is noted in his biography; not a disqualifier but context for diligence on turnaround track record .
Overall, Johnson brings substantial oncology operating and governance experience, with current leadership and board roles that can benefit Verastem’s late‑stage and launch planning. Key investor watchpoints are his participation in the 2024 option exchange and multiple concurrent external commitments; positive signals include independent status, governance chair role, attendance, and a pay mix anchored in time‑vested equity without hedging/pledging .