Michelle Robertson
VerastemAbout Michelle Robertson
Michelle Robertson, age 58, is an independent Class III director of Verastem, Inc. (VSTM) since November 2021, and serves as Executive Vice President and Chief Financial Officer of Geron Corporation. She previously was CFO at Editas Medicine and Momenta Pharmaceuticals, and held finance leadership roles at Baxalta, Ironwood, and Genzyme. She holds a B.S. in Finance from Bentley University; the Board highlights her significant financial, accounting, and management expertise in biopharma as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geron Corporation | EVP & Chief Financial Officer | Current | Senior finance leadership, public company CFO experience |
| Editas Medicine, Inc. | Chief Financial Officer | Jan 2020–Prior to joining Geron | Public company CFO, capital markets |
| Momenta Pharmaceuticals, Inc. | Chief Financial Officer; prior VP, FP&A | CFO Oct 2018–Jan 2020; VP FP&A May 2017–Oct 2018 | Biotech FP&A and CFO experience |
| Baxalta, Inc. | VP, Oncology Finance | 2015–2016 | Oncology finance in spun-out biopharma |
| Ironwood Pharmaceuticals, Inc. | Head of FP&A & Operations Excellence | 2012–2015 | Operational finance leadership |
| Genzyme (Sanofi Genzyme) | Various Finance & Commercial Operations roles | Prior to 2012 | Biotech operating finance |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Geron Corporation | EVP & Chief Financial Officer | No | Senior officer role; no other public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert” under SEC rules .
- Independence: Board determined Robertson is independent under Nasdaq standards .
- Attendance: In 2024 the Board met 8 times; each director attended at least 75% of Board and applicable committee meetings .
- Audit Committee remit includes oversight of external auditor, financial reporting, internal controls, compliance, related-person transactions, risk management, and cybersecurity. The committee met 4 times in 2024 .
Fixed Compensation
| Category (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 45,000 | Non-employee director base retainer |
| Audit Committee Chair fee | 20,000 | Chair premium |
| Total cash (Fees earned/paid) | 65,000 | Reported for Michelle Robertson |
Performance Compensation
| Equity Component (FY 2024) | Grant Detail | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|
| Stock options | 12,500 options (Annual Grant) | Monthly over 1 year | Included in option awards; total option awards $45,042 for Robertson |
| RSUs | 8,333 RSUs (Annual Grant) | Monthly over 1 year | Stock awards $27,249 for Robertson |
| Option Exchange Program | Exchanged 5,291 underwater options for new options (shareholder-approved) | New options follow re-set vesting per program | Participation count disclosed; strike not specified for directors |
No director-specific performance metrics are tied to compensation; director equity awards are time-based (options and RSUs) without disclosed performance conditions .
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction with VSTM? |
|---|---|---|
| None disclosed | — | No related-party transactions or shared directorships disclosed for Robertson . |
Expertise & Qualifications
- Audit committee financial expert; extensive public company CFO experience (Geron; prior Editas, Momenta) .
- Deep biopharma industry finance and operations background (Baxalta, Ironwood, Genzyme) .
- Education: B.S. in Finance, Bentley University .
Equity Ownership
| Holder | Components | Shares/Units | Percent of Outstanding |
|---|---|---|---|
| Michelle Robertson | Common shares held | 6,249 | <1% (*) |
| Options exercisable within 60 days | 24,519 | <1% (*) | |
| RSUs vesting within 60 days | 1,389 | <1% (*) | |
| Total beneficial ownership | Sum of above | 32,157 | <1% (*) |
- As of Dec 31, 2024, aggregate director equity holdings: Robertson held 28,207 stock options and 3,473 unvested RSUs (reflects broader director equity position) .
- Company policy prohibits hedging and pledging of company stock by directors .
Governance Assessment
- Board effectiveness: Robertson chairs a central oversight committee (Audit), with explicit responsibility for financial reporting integrity, compliance, and cybersecurity risk—a positive signal for governance and investor confidence .
- Independence & engagement: Affirmed independent; attendance threshold met. Audit Committee delivered its report and confirmed auditor independence; structured risk oversight described—strengthening control environment .
- Alignment: Director pay mix emphasizes modest cash retainer plus annual equity grants, creating some alignment; her beneficial ownership is below 1% (typical for small-cap biotech boards) .
- RED FLAGS:
- Shareholder-approved Option Exchange Program: Robertson exchanged 5,291 underwater options for new options. While approved by stockholders and aimed at retention, option exchanges can be viewed as dilutive and a potential governance concern if frequent; here it was explicitly one-time .
- Consulting arrangements exist for other directors (Rowinsky at $7,000/month; Stuglik at $400/hour), increasing related-party complexity for the board overall, though not involving Robertson directly. Audit Committee oversight of related-person transactions is noted .
- Policies: No tax gross-ups; clawback policy for Section 16 executives adopted in Oct 2023; explicit prohibition on hedging/pledging—shareholder-friendly policies .
Insider Trades and Section 16 Compliance
| Item (FY 2024) | Disclosure | Notes |
|---|---|---|
| Section 16(a) compliance (directors/officers/10% holders) | All timely except one late Form 4 for Gagnon, Stuglik, and Paterson | No late filings indicated for Michelle Robertson |
The proxy does not list individual Form 4 transactions for Robertson; Section 16 compliance review indicates no late filings attributed to her in 2024 .
Director Compensation Summary (FY 2024)
| Component | Michelle Robertson ($) |
|---|---|
| Fees Earned or Paid in Cash | 65,000 |
| Stock Awards (RSUs fair value) | 27,249 |
| Option Awards (fair value incl. exchange incremental) | 45,042 |
| Total | 137,291 |
Committee Roles Snapshot
| Committee | Role |
|---|---|
| Audit | Chair; Audit Committee Financial Expert |
| Compensation | — |
| Nominating & Corporate Governance | — |
| Research & Development | — |
| Commercialization | — |
Independence & Attendance
| Attribute | Status |
|---|---|
| Independence (Nasdaq) | Independent |
| Board meetings held (2024) | 8 |
| Attendance threshold | ≥75% for all directors; Robertson met threshold |
Notes on Compensation Structure
- Annual director cash retainer: $45,000; Audit Chair: +$20,000; no meeting fees disclosed, amounts paid quarterly .
- Annual equity grant in 2024: 12,500 options + 8,333 RSUs; monthly vest over one year; initial director grants vest quarterly over three years if applicable .
- One-time Option Exchange (Jan 2024): directors could exchange underwater options (≥$15 strike) for new options; Robertson exchanged 5,291 options; new options carry fresh vesting designed for retention .
Potential Conflicts / Related-Party Exposure
- No related-party transactions disclosed involving Michelle Robertson. Audit Committee (chaired by Robertson) is responsible for reviewing/approving related person transactions, mitigating conflict risk .
- Director consulting agreements exist for other directors (Rowinsky; Stuglik); monitored under Audit oversight .
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation scheduled (Proposal 3) at the 2025 Annual Meeting; Board recommends FOR. No historical say-on-pay percentages provided in the proxy .
Compensation Peer Group (Context for Committee Oversight)
- Compensation Committee engaged Pearl Meyer as independent consultant; peer group disclosed for executive benchmarking (clinical-stage biopharma, $50mm–$1bn market cap). While focused on executives, it informs overall compensation governance .