Paul Bunn
VerastemAbout Paul Bunn
Independent director of Verastem, Inc. since June 2021; age 80. Distinguished Professor of Medicine and James Dudley Chair in Cancer Research at the University of Colorado School of Medicine; former Director of the University of Colorado Cancer Center (1987–2009) and Head of Medical Oncology (1984–1994). Education: B.A. in Biology (Amherst College) and M.D. (Weill Cornell Medical College). Core credentials include leadership in oncology clinical research and service as President of ASCO, CEO/President of IASLC, President of AACI, and Chair of FDA’s Oncologic Drugs Advisory Committee, indicating deep governance-relevant expertise in oncology development and regulatory oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Colorado School of Medicine | Distinguished Professor of Medicine; James Dudley Chair in Cancer Research | Distinguished Professor since 2013; Chair since 2006 | Leadership in oncology research and education |
| University of Colorado Cancer Center | Director | 1987–2009 | Led cancer center strategy and growth |
| University of Colorado, Division of Medical Oncology | Head | 1984–1994 | Oversight of clinical oncology programs |
| American Society of Clinical Oncology (ASCO) | President; Board Member | Not specified | National oncology leadership; board governance experience |
| International Association for the Study of Lung Cancer (IASLC) | CEO/President; Board Member | Not specified | Global oncology leadership; oversight of programs |
| American Association of Cancer Institutes (AACI) | President | Not specified | Network governance across cancer institutes |
| FDA Oncologic Drugs Advisory Committee | Chair | Not specified | Chaired ODAC; regulatory decision advisory impact |
External Roles
| Organization | Role | Status |
|---|---|---|
| University of Colorado School of Medicine | Distinguished Professor; James Dudley Chair | Current |
| ASCO | President; Board member | Historical |
| IASLC | CEO/President; Board member | Historical |
| AACI | President | Historical |
| FDA ODAC | Chair | Historical |
Board Governance
- Independence: Board determined Dr. Bunn is independent under Nasdaq standards; only CEO, former CEO, and former CFO are non-independent .
- Board attendance: Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Committees:
- Nominating & Corporate Governance Committee: Member .
- Research & Development Committee: Member; committee met 7 times in 2024 .
- Lead Independent Director: Michael Kauffman (not Bunn); leads executive sessions and chairs Compensation Committee .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 2 | Oversight of board composition, governance principles, ESG matters |
| Research & Development | Member | 7 | Oversight of R&D goals, medical/regulatory advice, BD support |
| Independence | Independent | n/a | Affirmed by Board under Nasdaq standards |
| Board Attendance | ≥75% | 8 (Board) | Company disclosed all directors met ≥75% threshold |
Fixed Compensation
- Policy: Non-employee directors receive an annual cash retainer of $45,000; committee fees per role (e.g., Nominating Member $5,000; R&D Member $10,000), paid quarterly .
- 2024 cash paid to Bunn: $55,000 .
| Item | Amount ($) | Notes |
|---|---|---|
| Annual retainer | 45,000 | Policy rate |
| Committee fees | Included in total | Policy: Nominating Member $5,000; R&D Member $10,000 |
| 2024 Fees Earned (Cash) | 55,000 | Actual paid in 2024 |
Performance Compensation
- Annual equity grant (2024 policy): 12,500 options + 8,333 RSUs; both vest monthly over one year, subject to continued service .
- Option Exchange Program: Shareholder-approved on Jan 17, 2024; Bunn exchanged 6,113 underwater options for new options (exchange completed in March 2024) .
| Equity Component | Quantity | Grant/Program | Vesting | Fair Value ($) |
|---|---|---|---|---|
| Stock Options | 12,500 | Annual Grant (2024) | Monthly over 1 year | Included in 2024 “Option Awards” |
| RSUs | 8,333 | Annual Grant (2024) | Monthly over 1 year | Included in 2024 “Stock Awards” |
| Option Exchange | 6,113 options exchanged | One-time program approved Jan 17, 2024 | New options vest per program; directors eligible only for board-service options | Exchange reflected in 2024 option award incremental fair value |
| 2024 Director Equity Compensation (Bunn) | Amount ($) |
|---|---|
| Stock Awards (RSUs grant date fair value) | 27,249 |
| Option Awards (incl. incremental exchange value) | 49,859 |
| Total Equity Value (2024) | 77,108 |
Other Directorships & Interlocks
- No current public company directorships for Dr. Bunn disclosed in the proxy; roles cited are academic, professional societies, and regulatory .
Expertise & Qualifications
- Oncology clinical research leadership; long tenure in academic oncology and cancer center management .
- Regulatory and advisory experience as FDA ODAC Chair; national/global oncology society leadership (ASCO, IASLC, AACI) .
- Qualifications cited by the Board include extensive clinical research experience and dedication to improving cancer patient outcomes .
Equity Ownership
- Beneficial ownership (as of March 25, 2025): 32,568 shares (<1%), comprising 6,249 common shares, 24,930 options exercisable within 60 days, and 1,389 RSUs vesting within 60 days .
- Aggregate awards held (as of Dec 31, 2024): 29,029 stock options and 3,473 unvested RSUs .
| As-of Date | Common Shares | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Mar 25, 2025 | 6,249 | 24,930 | 1,389 | 32,568 | <1% |
| As-of Date | Unvested RSUs | Stock Options (Aggregate) |
|---|---|---|
| Dec 31, 2024 | 3,473 | 29,029 |
Insider Trades
- On Oct 9, 2025, Bunn sold 8,333 shares under a Rule 10b5-1 plan at a weighted average price of $9.06 (range $8.70–$9.33); Form 4 filed Oct 14, 2025 .
- RSU grant reflected in May 27, 2025 Form 4 (director annual grant) .
| Date | Transaction | Shares | Price | Plan/Notes | Source |
|---|---|---|---|---|---|
| Oct 9, 2025 | Sale | 8,333 | $9.06 (WA; $8.70–$9.33) | Rule 10b5-1 plan | |
| May 27, 2025 | RSU grant (annual director grant) | n/a | n/a | Under Amended & Restated 2021 Plan |
Policies Relevant to Alignment and Conflicts
- Hedging/Pledging: Company prohibits short sales, derivatives, and hedging/pledging of Company stock by directors and employees .
- Related Party Transactions: Audit Committee oversees review/approval of related person transactions; no specific related-party transactions involving Dr. Bunn are disclosed in the 2025 proxy .
- Clawback: Dodd-Frank/Nasdaq-aligned clawback policy adopted in Oct 2023 (executive officers) .
Governance Assessment
- Board effectiveness: Independent director with deep oncology and regulatory expertise; active on R&D and Nominating/Corporate Governance committees, aligning skills with oversight responsibilities .
- Independence and attendance: Independence affirmed; attendance threshold met (≥75%) across Board/committees, supporting engagement .
- Ownership alignment: Holds equity via RSUs and options; beneficial ownership <1% but regular annual equity grants and prohibition on hedging/pledging support alignment; participated in shareholder-approved option exchange, which improves retention but can be viewed as a potential red flag for pay design philosophy if recurring (one-time program approved Jan 17, 2024; exchanged 6,113 options) .
- Compensation structure: Mix of modest cash retainer/committee fees ($55,000 cash in 2024) and annual time-vested equity; no director performance metrics disclosed for equity vesting, consistent with typical biotech governance .
- Signals: 10b5-1 planned sale in Oct 2025 suggests routine diversification rather than opportunistic trading; oversight frameworks (independence, committee roles, insider trading policy) mitigate conflict risks .
RED FLAGS: One-time option exchange (shareholder-approved) in 2024 including directors; investors should monitor for any future exchanges or repricings that could weaken pay-for-performance alignment .