Karin Tollefson
VerastemAbout Karin Tollefson
Karin Tollefson, PharmD (age 58), has served as an independent Class II director of Verastem (VSTM) since May 2023. She is currently Senior Vice President and Chief Oncology Medical Officer at Pfizer Inc.; previously she held senior medical affairs leadership roles at Seagen Inc., Nektar Therapeutics, and Eli Lilly (1992–2017). She earned her PharmD from the University of Kansas in 1992 after pre-pharmacy studies at Kansas State University. The Board has affirmatively determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen Inc. | SVP, Global Medical Affairs (since Nov 2021); Global Head of Medical Affairs (since Aug 2019) | 2019–2021/2021–2023 | Oncology medical affairs leadership |
| Nektar Therapeutics | VP, Medical Affairs | May 2018–Aug 2019 | Oncology medical affairs |
| Eli Lilly & Company | Senior Director, Global Medical Affairs, Oncology BU; Senior Director, Portfolio Project Mgmt & Ops, Oncology BU; multiple progressive roles | 1992–Dec 2017 | Oncology development and portfolio operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pfizer Inc. | SVP, Chief Oncology Medical Officer | Current | Full-time operating role at a large biopharma; not a Verastem committee chair |
| American Lung Association | Director (Board) | 2013–2019 | Non-profit board service |
| The Leukemia & Lymphoma Society (Indiana Board of Trustees) | Trustee | 2013–2018 | Non-profit board service |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (chair: John Johnson; other member: Eric Rowinsky) and Commercialization Committee (chair: Brian Stuglik; other member: Anil Kapur).
- Independence: The Board determined all directors other than the CEO (Paterson), former CEO (Stuglik), and former CBO/CFO (Gagnon) are independent; this includes Dr. Tollefson.
- Attendance: In 2024, the Board met 8 times; each director attended at least 75% of Board and committee meetings for their service period.
- Committee activity: Nominating & Corporate Governance met 2 times; Commercialization met 5 times in 2024.
Fixed Compensation (Director – 2024)
| Component | Amount |
|---|---|
| Annual cash fees | $60,000 |
| All other compensation | — |
| Total cash | $60,000 |
Policy detail (for context): non-employee directors receive a $45,000 annual retainer; committee membership fees include $5,000 (Nominating & Corporate Governance member) and $10,000 (Commercialization member); amounts paid quarterly.
Performance Compensation (Director Equity – 2024)
| Equity Element | 2024 Grant Size | Vesting | 2024 Grant Fair Value |
|---|---|---|---|
| Stock options | 12,500 options (annual grant) | Monthly over 1 year, service-based | $32,926 (individual 2024 option awards; includes grant and any eligible exchange incremental value as applicable) |
| RSUs | 8,333 RSUs (annual grant) | Monthly over 1 year, service-based | $27,249 |
Additional notes:
- Annual equity mix for non-employee directors added RSUs starting in 2024; option and RSU awards vest monthly over one year, service-based.
- 2024 one-time Option Exchange Program: several directors participated; Dr. Tollefson is not listed among participants who exchanged options.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company directorships | Public | — | The proxy biography does not list other current public company directorships for Dr. Tollefson. |
| Pfizer Inc. | Corporate employer | SVP, Chief Oncology Medical Officer | Full-time operating role; Board maintains independence determination under Nasdaq standards. |
Expertise & Qualifications
- Therapeutic area depth in oncology across medical affairs and development; senior leadership experience at Eli Lilly, Seagen, Nektar, and Pfizer.
- PharmD (University of Kansas, 1992); extensive commercialization/medical affairs perspective aligned with Verastem’s launch preparation efforts (Commercialization Committee member).
Equity Ownership (Alignment)
| Measure | Detail |
|---|---|
| Shares held directly | 6,249 shares |
| Options exercisable within 60 days (3/25/2025) | 23,610 options |
| RSUs vesting within 60 days (3/25/2025) | 1,389 RSUs |
| Total beneficial ownership | 31,248 shares (including derivatives within 60 days) |
| Ownership as % of outstanding | <1% (as denoted by “*” footnote) |
| Hedging/pledging policy | Company prohibits short sales, derivatives, hedging, and pledging of Company stock by directors and employees. |
Holdings at year-end (context): As of 12/31/2024, she held 28,124 stock options and 3,473 unvested RSUs.
Governance Assessment
- Board effectiveness and independence: Independent status affirmed; active on two governance-critical committees (Nominating & Corporate Governance; Commercialization), supporting board refresh, ESG oversight, and launch readiness. Attendance met Board standard (≥75%).
- Compensation and alignment: Roughly balanced cash/equity mix in 2024 (cash $60,000; equity grant-date fair value $60,175), which ties director value to stock performance via time-based RSUs and options; no “all other” compensation reported for her.
- Ownership and trading controls: Beneficial ownership is modest relative to outstanding shares; Company policies prohibit hedging/pledging and have adopted a Dodd-Frank-aligned clawback (executive officers), bolstering alignment and risk controls.
- Conflicts/related-party exposure: Audit Committee reviews and approves related-person transactions; the compensation table shows no consulting or other side arrangements for Dr. Tollefson in 2024, and she is not listed in the option exchange participants—both supportive of independence and clean incentives.