Verastem Oncology a clinical-stage biopharmaceutical company dedicated to the development and commercialization of novel therapies for patients with cancers driven by aberrations in the RAS/MAPK signaling pathway, today announced the issuance of equity-based inducement awards to newly hired employees as part of its ongoing talent acquisition and workforce expansion efforts.
The Company granted stock options to purchase an aggregate of 73,000 shares of Verastem Oncology’s common stock to eight newly hired employees, along with 218,265 restricted stock units (RSUs) awarded to nineteen new employees. These equity awards were approved by Verastem Oncology’s Compensation Committee and were granted as material inducements to employment in compliance with Nasdaq Listing Rule 5635(c)(4), which permits companies to issue equity awards to new employees outside of shareholder-approved equity plans when such awards are a material factor in the employee’s decision to join the company.
Supporting Strategic Growth and Talent Recruitment
Verastem Oncology’s inducement grants reflect the Company’s continued focus on attracting and retaining highly skilled professionals to support its research, development, and corporate operations. As the Company advances its pipeline of targeted oncology therapies and prepares for key clinical, regulatory, and potential commercialization milestones, the recruitment of experienced talent across scientific, clinical, regulatory, and operational disciplines remains a strategic priority.
Equity-based compensation plays an important role in aligning employee incentives with long-term shareholder value creation. By offering stock options and restricted stock units, Verastem Oncology seeks to foster employee engagement and commitment while reinforcing a shared focus on advancing innovative cancer treatments for patients with high unmet medical needs.
Details of the Stock Option Awards
The stock options granted to the eight new employees provide the right to purchase a total of 73,000 shares of Verastem Oncology common stock. Each option has an exercise price of $6.88 per share, which represents the closing price of the Company’s common stock on the Nasdaq Stock Market on January 6, 2026, the date used to determine the fair market value of the shares for purposes of the grant.
The stock options are subject to a four-year vesting schedule, designed to promote long-term retention and sustained contributions to the Company. Specifically, 25% of the options will vest on the one-year anniversary of the employee’s date of hire, commonly referred to as a “cliff” vesting period. The remaining 75% of the options will vest in equal quarterly installments over the subsequent three years, provided that the employee continues to serve as an employee or service provider to Verastem Oncology on each applicable vesting date.
This vesting structure is consistent with industry practices among biotechnology and life sciences companies and is intended to balance immediate recruitment incentives with longer-term retention objectives.
Overview of Restricted Stock Unit Grants
In addition to the stock option awards, Verastem Oncology granted 218,265 restricted stock units to nineteen new employees. Each RSU represents the right to receive one share of the Company’s common stock upon vesting, subject to continued service and the terms of the award agreement.
The RSUs follow the same four-year vesting schedule as the stock options. Under the terms of the awards, 25% of the RSUs will vest on the first anniversary of the employee’s start date, with the remaining 75% vesting quarterly over the following three years in equal installments. Upon vesting, shares will be issued to the employee, subject to applicable tax withholding requirements.
Restricted stock units are a widely used form of equity compensation in the biotechnology sector, particularly for newly hired employees, as they provide a direct ownership interest in the company without requiring an upfront exercise payment. This structure supports employee alignment with shareholder interests and provides long-term value potential tied to the Company’s performance.
Compliance With Nasdaq Listing Rule 5635(c)(4)
All of the inducement awards were granted in accordance with Nasdaq Listing Rule 5635(c)(4), which allows Nasdaq-listed companies to issue equity compensation to newly hired employees as a material inducement to employment without obtaining prior shareholder approval, provided certain disclosure requirements are met.
The awards were not made under Verastem Oncology’s existing shareholder-approved equity incentive plans. Instead, they were specifically approved by the Company’s Compensation Committee and disclosed publicly, as required by Nasdaq rules. This exemption is designed to provide flexibility for companies competing for talent while maintaining transparency for investors.
Verastem Oncology has consistently utilized this inducement grant framework to support strategic hiring initiatives, particularly as competition for experienced professionals in oncology drug development continues to intensify.
Continued Focus on Oncology Innovation
Verastem Oncology is focused on developing targeted therapies that inhibit key signaling pathways involved in cancer cell growth and survival, particularly those associated with RAS/MAPK pathway alterations. These pathways are among the most frequently dysregulated in human cancers and have historically been challenging to target effectively.
The Company’s pipeline includes investigational therapies designed to address significant unmet medical needs across multiple cancer indications. As Verastem Oncology advances its clinical programs, the expansion of its internal capabilities remains essential to executing its strategy and delivering meaningful outcomes for patients.
By strengthening its workforce through targeted hiring and competitive equity compensation, the Company aims to enhance its ability to advance clinical development, engage with regulatory authorities, and prepare for potential future commercialization activities.
Aligning Employees With Long-Term Value Creation
Equity inducement grants such as stock options and RSUs are a key component of Verastem Oncology’s broader compensation philosophy. These awards are intended to encourage long-term commitment, foster a culture of ownership, and align employee performance with the Company’s mission and long-term growth objectives.
The vesting conditions tied to continued service help ensure that employees remain engaged and invested in the Company’s progress over multiple years. At the same time, the use of market-based exercise prices and transparent disclosure practices reflects the Company’s commitment to sound corporate governance and shareholder accountability.
Verastem Oncology is a biopharmaceutical company focused on the development and commercialization of innovative cancer therapies targeting the RAS/MAPK pathway. The Company is headquartered in Boston, Massachusetts, and is committed to advancing new medicines that have the potential to improve outcomes for patients with difficult-to-treat cancers.
Verastem Oncology’s common stock is traded on the Nasdaq Stock Market under the ticker symbol VSTM.
While the inducement grants announced today are primarily related to employee compensation, they underscore Verastem Oncology’s broader growth strategy and confidence in its future prospects. By continuing to invest in talent and organizational capabilities, the Company is positioning itself to execute on its scientific and clinical objectives in an increasingly competitive oncology landscape.
As Verastem Oncology progresses through upcoming development milestones, the Company remains focused on disciplined execution, responsible capital management, and the pursuit of meaningful innovations for patients and shareholders alike.
About Verastem Oncology
Verastem Oncology (Nasdaq: VSTM) is a biopharmaceutical company committed to developing and commercializing new medicines to improve the lives of patients diagnosed with RAS/MAPK pathway-driven cancers. Verastem markets AVMAPKI™ FAKZYNJA™ CO-PACK in the U.S. Our pipeline is focused on novel small molecule drugs that inhibit critical signaling pathways in cancer that promote cancer cell survival and tumor growth, including RAF/MEK inhibition, FAK inhibition, and KRAS G12D inhibition.
