Robert Ross
About Robert Ross
Robert Ross, M.D. (age 51) is an independent Class II director of Xilio Therapeutics, Inc., serving since June 2022. He is an oncologist and biopharma executive with more than 25 years of experience, currently CEO and director of Clasp Therapeutics; prior roles include CEO (and earlier CMO) of Surface Oncology, and senior development leadership at bluebird bio, Genentech and Infinity. He brings deep clinical development and oncology expertise, with academic training at Stanford (B.S./B.A.), Harvard Medical School (M.S.), and Columbia University (M.D.).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surface Oncology, Inc. | Chief Executive Officer; previously Chief Medical Officer | CEO: Apr 2021–Sep 2023; CMO: Oct 2016–Apr 2021 | Led pipeline and operations through acquisition by Coherus Biosciences in 2023 |
| bluebird bio, Inc. | Head of Oncology; SVP Clinical Development & Pharmacovigilance; VP Clinical Development | Prior to 2016 (dates not individually specified) | Led oncology development programs |
| Genentech; Infinity Pharmaceuticals | Clinical development leadership | Prior to bluebird | Oncology R&D leadership roles |
| Dana-Farber Cancer Institute (DFCI) | Fellow in Medical Oncology; Faculty; maintained clinical practice until 2015 | Fellow/faculty 2003–2007; clinical through 2015 | Academic oncology practice and research |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Clasp Therapeutics, Inc. | Chief Executive Officer, President, and Director | Private | Since Nov 2023 |
| Obsidian Therapeutics, Inc. | Director | Private | Current board service |
Board Governance
- Independence: The board determined all directors except the CEO (Dr. Russo) are independent under Nasdaq rules; Dr. Ross is independent.
- Committee assignments: Compensation Committee member; committee met 3 times in 2024; chair is Christina Rossi (members: Rossi, Paul Clancy, Robert Ross).
- Attendance: The full board met 7 times in 2024; each director attended at least 75% of aggregate board and committee meetings.
- Board leadership: Chair is independent (Paul J. Clancy). Xilio separates CEO and Chair roles; no lead independent director given independent chair.
- Policies: Code of Business Conduct and Ethics in place; insider trading policy expressly prohibits hedging and pledging of company stock.
Fixed Compensation
| Component | 2024 Actual ($) | 2025 Policy ($) | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | 40,000 | 40,000 | Paid quarterly in arrears |
| Compensation Committee Member Fee (cash) | Included in “Fees Earned” above | 5,000 | $10,000 if chair (not applicable) |
| Audit Committee Member Fee (cash) | — | 7,500 | If applicable (not a member) |
| Nominating & Corporate Governance Committee Member Fee (cash) | — | 4,000 | If applicable (not a member) |
Notes: 2024 director compensation received by Dr. Ross totaled $59,058, consisting of $40,000 in cash fees and $19,058 in option award fair value.
Performance Compensation
| Equity Element | 2024 Grant Value ($) | Grant Size/Terms | Vesting Mechanics | CIC/Other Provisions |
|---|---|---|---|---|
| Annual stock option | 19,058 | Continuing directors receive 31,000 options annually; new directors receive 62,000 options (policy effective Apr 14, 2025) | Annual grants vest in full on the earlier of the first anniversary or immediately prior to the next annual meeting; initial grants vest 1/3 annually over 3 years; 10-year term; strike at grant-date close | Director options accelerate 100% upon death, disability, or change in control |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Clasp Therapeutics, Inc. | CEO and Director | No related-party transactions with Xilio disclosed |
| Obsidian Therapeutics, Inc. | Director | No related-party transactions with Xilio disclosed |
Xilio’s related party transaction section discloses financings and strategic agreements with Gilead and AbbVie, among others, but no transactions involving Dr. Ross.
Expertise & Qualifications
- Oncology and clinical development expert; prior roles at bluebird bio, Genentech, Infinity; maintained clinical practice at DFCI through 2015.
- CEO experience (Surface Oncology; Clasp Therapeutics) and board-level leadership.
- Education: B.S. Biological Sciences and B.A. Philosophy (Stanford); M.S. Medical Science (Harvard Medical School); M.D. (Columbia University College of Physicians and Surgeons).
Equity Ownership
| Metric | Mar 31, 2025 | Oct 1, 2025 |
|---|---|---|
| Shares owned | 0 | 0 |
| Right to acquire (within 60 days) | 30,800 | 64,600 |
| Total beneficial ownership | 30,800 | 64,600 |
| Ownership % of outstanding | <1% (“*”) | <1% (“*”) |
| Aggregate options held (as of 12/31/2024) | 64,600 options | — |
Policy prohibits hedging or pledging of company stock by directors and employees.
Governance Assessment
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Positive indicators:
- Independent director on a fully independent Compensation Committee; use of independent compensation consultant Aon with no conflicts identified.
- Strong attendance culture (≥75% for all directors in 2024) and independent chair structure.
- Anti-hedging and anti-pledging policy enhances alignment; director equity vests on a standard schedule with clear CIC acceleration; director pay appears modest (2024 total $59,058).
- No related-party transactions involving Dr. Ross disclosed.
-
Watch items / context:
- The board and Compensation Committee (on which Dr. Ross serves) evaluated and recommended an employee stock option repricing and a new 2025 Stock Incentive Plan in late 2025 to address underwater options and overhang; non-employee directors are explicitly excluded from both the repricing and the 2025 Plan—mitigating self-dealing risk.
- Compensation Committee met 3 times in 2024; continued oversight of equity design and clawback compliance will be important given the company’s active use of equity and warrant-linked incentives.
Overall, Dr. Ross brings relevant oncology and operating expertise with independent status, committee service on compensation, and no disclosed conflicts or related-party exposures—factors supportive of investor confidence.