Robert Gagnon
VerastemAbout Robert Gagnon
Robert Gagnon, age 50, is a Class II director at Verastem (VSTM) since December 2022. He is currently CFO of Remix Therapeutics (since March 2023), and previously served as Verastem’s CFO (Aug 2018–Oct 2022) and Chief Business Officer (Jun 2019–Oct 2022), with prior finance leadership roles at Harvard Bioscience, Clean Harbors, Biogen, and earlier at Deloitte & PwC. He holds an MBA from MIT Sloan and a BA in accounting from Bentley College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verastem Oncology | CFO; Chief Business Officer | CFO: Aug 2018–Oct 2022; CBO: Jun 2019–Oct 2022 | Led finance and BD during pipeline development and capital raising |
| Harvard Bioscience, Inc. | Chief Financial Officer | Nov 2013–Aug 2018 | Finance leadership in life-science tools |
| Clean Harbors, Inc. | EVP, CFO & Treasurer | 2012–2013 | Corporate finance and treasury oversight |
| Biogen Idec, Inc. | Chief Accounting Officer & Controller | Prior to 2012 | SEC reporting and controls |
| Deloitte & Touche; PwC | Senior roles | Early career | Audit/advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Purple Biotech Ltd. | Director | Since Mar 2021 | Board member; biotech governance |
| Bone Biologics Corporation | Director | Appointed Jan 11, 2024 | Board member; supports clinical-stage finance expertise |
| Harvard Bioscience, Inc. | Director | Current | Chair of Audit and Compensation Committees |
Board Governance
- Independence: The Board determined that Robert Gagnon is not independent due to his prior executive role (the only non-independent directors are the CEO, the former CEO, and Gagnon) .
- Committee assignments: No committee memberships (Audit, Compensation, Nominating & Corporate Governance, R&D, Commercialization) listed for Gagnon in the current committee composition table .
- Attendance: Board held eight meetings in 2024; each director attended at least 75% of Board and applicable committee meetings during 2024 .
- Lead Independent Director: Michael Kauffman serves as Lead Director, chairs Compensation and serves on Audit and R&D committees .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $45,000 | $45,000 |
| Committee Chair/Member Fees ($) | Included in cash if applicable; none disclosed for Gagnon | Policy: Lead $25k; Audit Chair $20k/Mem $10k; Comp Chair $15k/Mem $7k; NCG Chair $10k/Mem $5k; R&D Chair $20k/Mem $10k; Commercialization Chair $20k/Mem $10k |
| Meeting Fees | None disclosed | None disclosed |
Notes:
- Non-employee director annual cash retainer was $45,000 in both 2023 and 2024 .
- Gagnon’s 2024 cash fees were $45,000; no additional committee fees indicated given no committee assignments .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Option Awards ($) | $19,290 | $32,926 |
| Stock Awards (RSUs) ($) | Not granted to directors in 2023 | $27,249 (time-based RSUs) |
| Annual Equity Grant Structure | Option to purchase 5,208 sh (post-split), vests monthly over 1 year | Option to purchase 12,500 sh + 8,333 RSUs, both vest monthly over 1 year |
| Initial Grants (for new directors) | Options: quarterly vest over 3 years; Pro-Rata Annual Grant vests monthly | Options + RSUs possible; initial grants vest quarterly over 3 years |
Additional details:
- 2024 Annual Grant for non-employee directors: 12,500 options and 8,333 RSUs, monthly vesting over 1 year, subject to continued service .
- As of Dec 31, 2024, Gagnon held 151,804 stock options and 6,565 unvested RSUs .
- 2024 one-time Option Exchange Program was approved on Jan 17, 2024; several directors elected exchanges, but Gagnon is not listed among participants .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles |
|---|---|---|---|
| Purple Biotech Ltd. | Biotech | Director | Not specified |
| Bone Biologics Corporation | Medtech/Orthobiologics | Director | Not specified |
| Harvard Bioscience, Inc. | Life-science tools | Director | Chair of Audit and Chair of Compensation |
- No related-party transactions with Verastem involving Gagnon were disclosed in the latest proxy; Audit Committee oversees related person transactions .
Expertise & Qualifications
- Financial/accounting expertise; former CFO roles; SEC reporting and controls background .
- Biotech and pharma industry experience, business development, investor relations .
- External governance experience, including committee chair roles at Harvard Bioscience .
Equity Ownership
| Metric (as of Mar 25, 2025) | Amount |
|---|---|
| Common shares held | 29,790 |
| Options exercisable within 60 days | 139,282 |
| RSUs vesting within 60 days | 1,389 |
| Total beneficially owned shares | 170,461; less than 1% of outstanding |
| Shares outstanding | 51,489,998 |
| Unvested RSUs outstanding (aggregate awards held at Dec 31, 2024) | 6,565 |
Policies:
- Prohibition on hedging/pledging Company stock for directors, officers, employees .
- Clawback policy adopted Oct 2023 aligned with Dodd-Frank/SEC/Nasdaq for executive officers (applies to incentive-based comp upon restatements) .
Insider Trades (Past 24 Months)
| Date | Type | Shares | Price | Note |
|---|---|---|---|---|
| 2025-06-16 | Sale (Form 4) | 284 | $5.65 | Reported sale; see SEC XML filing |
| 2025-03-17 | Sale (Form 4) | 284 | $6.95 | Reported sale; see SEC XML filing |
| 2025-09-16 | Sale (Form 4) | Not stated in summary | — | Company IR notes sale to satisfy statutory withholding |
| 2024-12-20 | Sale (Form 4) | Not stated in summary | — | Company IR notes sale to satisfy statutory withholding |
| 2024-09-19 | Form 4 filing | — | — | Statement of changes in beneficial ownership |
| 2024-02-07 | Sales (Form 4) | Not stated in summary | — | Filed pursuant to Rule 10b5-1 trading plan |
Compliance note: The proxy discloses one late Form 4 for Robert Gagnon (and two other directors) related to RSU tax withholding sales in 2024 .
Governance Assessment
- Committee participation: No committee roles at Verastem, limiting direct influence on audit/compensation/governance processes; may be purposeful to maintain committee independence given his non-independent status .
- Independence: Not independent due to prior executive role at Verastem—potential conflict risk in oversight of management; mitigated by placement outside independent committees .
- Attendance: At least 75% meeting attendance in 2024—acceptable baseline but not “full attendance” disclosure; no annual meeting attendance policy; only one director attended 2024 annual meeting .
- Pay mix evolution: Shift from options-only (2023) to mixed RSUs + options (2024) for directors increases guaranteed time-based equity vs pure options, typically lowering risk and potentially weakening performance sensitivity; total director compensation for Gagnon rose from $64,290 (2023) to $105,175 (2024) with RSUs added .
- Alignment: Holds common shares, significant options, and unvested RSUs; hedging/pledging prohibited—positive alignment practice .
- RED FLAGS:
- Non-independence (former CFO/CBO) could present perceived conflicts in board oversight .
- Minor compliance lapse: one late Form 4 filing (tax-withholding) .
- Offset signals:
- No related-person transactions disclosed involving Gagnon .
- Strong external governance experience (committee chair roles elsewhere) .
Overall implications: Gagnon brings deep finance and biotech expertise with meaningful equity exposure, but his non-independent status and lack of Verastem committee assignments are important context for assessing board effectiveness and checks/balances. The Company’s anti-hedging/pledging and clawback policies are favorable governance features .