Michael Kauffman
VerastemAbout Michael Kauffman
Michael Kauffman, M.D., Ph.D., age 61, has served on Verastem’s board since November 2012 and has been the Lead Director since June 2016. He is currently CEO, President, and a board member of Nereid Therapeutics Inc.; previously co‑founded and led Karyopharm Therapeutics as CEO and acting CMO (2011–2021). He holds an M.D. and Ph.D. from Johns Hopkins University and a B.A. in biochemistry from Amherst College; he trained in Internal Medicine at Beth Israel Deaconess and in Rheumatology at Massachusetts General Hospital and is board‑certified in internal medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Karyopharm Therapeutics Inc. | Cofounding CEO & acting CMO; Sr. Clinical Advisor | Jan 2011–Apr 2021; May 2021–May 2022 | Built commercial-stage biotech; led clinical strategy |
| Onyx Pharmaceuticals, Inc. | Chief Medical Officer | Nov 2009–Dec 2010 | Post‑Proteolix acquisition integration; oncology portfolio |
| Proteolix, Inc. | Chairman → Chief Medical Officer | Apr 2009–Nov 2009 | Led clinical programs; company acquired by Onyx |
| Bessemer Venture Partners | Operating Partner | 2008–2009 | Portfolio clinical diligence and operating support |
| EPIX/Predix Pharmaceuticals | President & Chief Executive Officer | Sep 2002–Jul 2008 | Led transformation of Predix into EPIX; public company leadership |
| Millennium Pharmaceuticals & Millennium Predictive Medicine | VP, Medicine; VELCADE Program Leader; Co‑founder & VP Medicine (subsidiary) | 1997–2002 | Led VELCADE program; precision medicine subsidiary leadership |
| Biogen (now Biogen, Inc.) | Medical Director | Prior to 1997 | Clinical leadership in neuro/oncology programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nereid Therapeutics Inc. | CEO, President, Director | Current | Private biotech leadership |
| Kezar Biosciences | Director | Current | Public company directorship |
| Private biotechnology companies | Director | Current | Several private boards (not individually named) |
| Prior public boards | Director | Various | Karyopharm; Zalicus; EPIX; Predix; Proteolix; Bioenvision |
Board Governance
- Independence: The Board determined Dr. Kauffman is independent under Nasdaq rules (non‑independent directors are CEO Daniel Paterson, former CEO Brian Stuglik, and former CFO Robert Gagnon) .
- Lead Independent Director: Serves as Lead Director since June 2016; presides over independent director meetings; chairs Compensation Committee; member of Audit and R&D Committees; facilitates board‑management communication and risk deliberation .
- Committee assignments:
- Compensation Committee: Chair; met 4 times in 2024; oversees executive and director compensation; engaged Pearl Meyer as independent consultant .
- Audit Committee: Member; met 4 times in 2024; oversees financial reporting, internal controls, related-person transactions, compliance, and cybersecurity .
- Research & Development Committee: Member; met 7 times in 2024; oversees clinical/R&D strategy and scientific risk .
- Attendance: All directors attended at least 75% of board and applicable committee meetings in 2024 .
Fixed Compensation
| Component | Amount ($) | Basis |
|---|---|---|
| Annual base retainer | 45,000 | Non‑employee director base cash retainer (2024 policy) |
| Lead Director fee | 25,000 | Additional cash retainer for Lead Director |
| Compensation Committee Chair | 15,000 | Chair fee |
| Audit Committee Member | 10,000 | Member fee |
| R&D Committee Member | 10,000 | Member fee |
| Total fees earned (2024) | 105,000 | Reported for Dr. Kauffman |
Notes:
- No per‑meeting fees; cash amounts paid quarterly .
- Director compensation determined by the Compensation Committee; committee reviews peer data (Pearl Meyer) .
Performance Compensation
| Equity Award | Grant Date | Units / Options | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Annual RSU grant | 2024 | 8,333 RSUs | Monthly over 1 year, subject to service | 27,249 |
| Annual stock option grant | 2024 | 12,500 options | Monthly over 1 year, subject to service | Included within aggregate “Option Awards” value |
| Option Exchange participation | Mar 11, 2024 | 16,078 options exchanged | New options issued; unvested options typically 25% at 1 year then 6.25% quarterly to year 4; vested options replaced with 50% at 1 year and 50% at 2 years, subject to service | Incremental fair value included in 2024 “Option Awards” |
| 2024 Director Equity Value Mix | Amount ($) |
|---|---|
| Stock Awards (RSUs) | 27,249 |
| Option Awards (incl. exchange incremental fair value) | 104,087 |
| Total Equity Value | 131,336 |
- Program details: Non‑employee directors receive annual option and RSU grants; options and RSUs vest monthly over one year; new directors receive multi‑year initial grants; directors were eligible—but only for director‑service options—to participate in the shareholder‑approved Option Exchange program .
- Hedging/derivatives prohibited; short sales and pledging discouraged under insider trading policy; company prohibits hedging and certain derivative transactions by directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Kezar Biosciences | Public | Director | No VSTM‑disclosed transactions with Kezar; Audit Committee oversees related‑party transactions |
| Nereid Therapeutics | Private | CEO/President/Director | No related‑party transactions disclosed with VSTM |
| Multiple prior public boards | Public | Director | Historical roles only; no current interlocks disclosed |
Expertise & Qualifications
- Clinical/scientific leadership in oncology with M.D./Ph.D. credentials; board‑certified internal medicine; rheumatology training (Beth Israel Deaconess, MGH) .
- Extensive executive experience (CEO/CMO) across public biopharma; venture operating partner experience; led flagship oncology programs (e.g., VELCADE) .
- Board governance: Lead Director, Compensation Chair, Audit and R&D member; contributes to risk oversight (compensation, financial controls, clinical risk) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Mar 25, 2025) | 38,097 shares (6,799 common; 29,909 options exercisable within 60 days; 1,389 RSUs vesting within 60 days) |
| Shares outstanding | 51,489,998 (as of Mar 25, 2025) |
| Ownership percentage | Less than 1% (per proxy convention) |
| Equity awards outstanding (Dec 31, 2024) | 38,944 stock options; 3,473 unvested RSUs |
| Hedging/pledging | Company prohibits hedging; pledging not disclosed; no hedging/derivatives allowed |
Governance Assessment
- Board effectiveness and engagement: As Lead Independent Director and Compensation Chair, Dr. Kauffman is central to Verastem’s governance, with roles spanning compensation design, financial oversight, and R&D risk—supported by independent committee structures and regular meetings (Audit: 4; Compensation: 4; R&D: 7 in 2024) .
- Independence and attendance: Independent under Nasdaq standards; at least 75% attendance threshold met, bolstering reliability of oversight .
- Pay and alignment: 2024 director pay combines cash ($105,000) and equity ($131,336), with time‑based vesting and monthly schedules that promote ongoing service; prohibition on hedging and lack of tax gross‑ups reinforce shareholder‑friendly practices .
- RED FLAGS:
- Option Exchange Program: Directors (including Dr. Kauffman) participated in a shareholder‑approved exchange of underwater options. While retention‑oriented and approved by stockholders, exchanges can be viewed as compensation‑friendly and may draw scrutiny if performance outcomes lag; new options had extended vesting to enhance retentive value .
- Related‑party/conflicts: No related‑party transactions involving Dr. Kauffman are disclosed in the sections reviewed; Audit Committee retains responsibility to review/approve such transactions, mitigating conflict risk .
- Signals for investor confidence: Independent leadership as Lead Director, multi‑committee responsibility, robust meeting cadence, use of independent comp consultant, adoption of Dodd‑Frank aligned clawback (Oct 2023), and strong insider‑trading controls all support governance quality .
Sources: All facts and figures are drawn from Verastem, Inc. DEF 14A (April 8, 2025): **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:7]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:12]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:13]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:14]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:15]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:17]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:18]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:19]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:26]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:32]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:38]** **[1526119_0001558370-25-004597_vstm-20250522xdef14a.htm:40]**.