Andrew Schiff
Aclaris TherapeuticsAbout Andrew Schiff
Andrew Schiff, M.D., age 59, has served on Aclaris Therapeutics’ Board since 2017; he is a managing partner at Aisling Capital and previously practiced internal medicine for six years at NewYork-Presbyterian, where he remains a Clinical Assistant Professor of Medicine. He holds an M.D. from Cornell University Medical College, an M.B.A. from Columbia University, and a B.S. in Neuroscience from Brown University; the Board cites his medical background and venture investing experience as core credentials for service . He is standing for re‑election in 2025 for a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aisling Capital | Managing Partner | Since 1999 | Venture capital leadership; healthcare investing expertise |
| NewYork-Presbyterian Hospital | Internal Medicine Physician; Clinical Assistant Professor of Medicine | ~6 years (practice); ongoing faculty role | Clinical practice and academic medicine credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Monte Rosa Therapeutics, Inc. (public) | Director | Current | Public company board experience |
| Dren Bio (private) | Director | Current | Private company board |
| Visiting Nurse Service of New York | Board Member | Current | Non-profit governance |
Board Governance
- Independence: The Board affirmatively determined Dr. Schiff is independent under Nasdaq standards; six of eight current directors are independent .
- Committee assignments and attendance:
- 2024 committee membership (Jan 1–Mar 31): Compensation Committee member; not chair .
- After April 1, 2024: Schiff not listed as a member on Audit, Compensation, or Nominating committees (standing committees comprised of Milano, Gowen, Molineaux, Mehra, Humphries) .
- Meeting frequency in 2024: Board met 8 times; every current Board member attended ≥75% of Board and committee meetings; independent directors held regular executive sessions .
| Item | Detail |
|---|---|
| Board meeting count (2024) | 8 |
| Attendance threshold met | Each current director ≥75% |
| Independent director executive sessions | Held in 2024 |
| Schiff committee membership (Q1 2024) | Compensation Committee (member) |
| Compensation Committee meetings (2024) | 4 |
| Audit Committee meetings (2024) | 6 |
| Nominating & Corporate Governance meetings (2024) | 4 |
Fixed Compensation
- Non-employee director cash retainer policy (2024): $40,000 Board retainer; Chair add’l $30,000; Lead Independent Director add’l $25,000; committee retainers—Audit $7,500 member/$12,500 chair; Compensation $7,500 member/$12,500 chair; Nominating $4,500 member/$4,500 chair; R&D $6,000 member/$8,000 chair (committee dissolved Dec 31, 2024) .
- 2024 realized cash compensation for Andrew Schiff: Fees earned or paid in cash $47,875 .
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 40,000 | Policy level |
| Committee membership retainers (policy) | Audit 7,500; Comp 7,500; Nominating 4,500; R&D 6,000 | Policy (member rates) |
| Committee chair retainers (policy) | Audit 12,500; Comp 12,500; Nominating 4,500; R&D 8,000 | Policy (chair rates) |
| Fees earned (Andrew Schiff, 2024) | 47,875 | Actual cash paid |
Performance Compensation
- Annual equity grant (June 6, 2024): Option to purchase 15,750 shares at $1.03; vests in 12 equal monthly installments through June 6, 2025; RSUs 4,793 vest June 6, 2025 .
- Accounting grant-date fair values (2024): Stock awards $4,937; Option awards $11,505 (ASC 718) .
- Non-employee director equity policy: Annual grant fair value equal to lesser of $320,000 or fair value of 60,500 options; split 70% option/30% RSUs; options vest monthly over 12 months; RSUs vest at 1-year anniversary; initial director award policy set at lesser of $640,000 or fair value of 121,000 options (70/30 split, longer vest) .
| Grant Date | Award Type | Shares/Options | Exercise Price | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| June 6, 2024 | RSUs | 4,793 | — | Cliff vest June 6, 2025 | 4,937 |
| June 6, 2024 | Stock Option | 15,750 | 1.03 | 12 equal monthly installments to June 6, 2025 | 11,505 |
Note: Director equity awards are time-based; no performance (TSR/financial) metrics are disclosed for director grants .
Other Directorships & Interlocks
| Company | Relationship to ACRS | Potential Interlock/Conflict Consideration |
|---|---|---|
| Monte Rosa Therapeutics (public) | External board seat | Standard outside directorship; no ACRS transaction disclosed |
| Dren Bio (private) | External board seat | No related-party transaction disclosed with ACRS |
| Aisling Capital IV, LP | Significant shareholder in ACRS | Aisling holds 434,455 ACRS shares; Schiff is a managing member of Aisling Partners and shares voting/dispositive power—raises alignment and potential conflict considerations; Board still deems Schiff independent |
Expertise & Qualifications
- Medical and investment credentials: M.D. (Cornell), MBA (Columbia), B.S. Neuroscience (Brown); medical practice and academic role; venture capital managing partner since 1999 .
- Board believes his medical background and venture capital experience qualify him for service .
Equity Ownership
| Holder/Type | Shares/Units | Status/Notes |
|---|---|---|
| Direct shares held by Andrew Schiff | 9,167 | Common stock owned directly |
| Options exercisable within 60 days (Feb 10, 2025) | 97,375 | Options currently exercisable window |
| RSUs (non-employee director annual grant) | 4,793 | Unvested at Dec 31, 2024; vest June 6, 2025 |
| Shares held by Aisling Capital IV, LP | 434,455 | Schiff shares voting/dispositive power via Aisling Partners |
| Total beneficial ownership (Andrew Schiff, including Aisling) | 540,997 | Less than 1% of 108,148,298 shares outstanding |
No pledging/hedging, loans, or related-party transactions involving Schiff are disclosed; related-party policy requires Audit Committee review of any such transactions, and none are reported for Schiff (2023–2025 period) .
Governance Assessment
- Strengths:
- Independence affirmed despite Aisling ties; robust Board governance processes, regular executive sessions; ≥75% attendance; committee infrastructure with clear charters .
- Director compensation policy capped at $750,000 total value per fiscal year; equity awards time-based with no repricing authority under the 2025 Plan without shareholder approval—shareholder-friendly features .
- Watch items:
- Aisling ownership and Schiff’s shared voting/dispositive power over Aisling-held ACRS shares can present perceived conflicts (e.g., M&A, financing decisions), though Audit Committee is charged with reviewing related-person transactions; none disclosed for Schiff .
- CEO also serves as Board Chair; mitigation via Lead Independent Director structure and executive sessions, but combined roles may concern some investors .
- Signals:
- Schiff’s cash/equity mix aligns with peers and policy; modest 2024 grant sizes and time-based vesting suggest retention/engagement focus rather than pay-for-performance levers for directors .
- Committee service limited to Compensation in Q1 2024, with no standing committee roles after April 1; reduces potential committee-level influence post-reconstitution .
RED FLAGS
- Potential conflict: Dual role as board member and managing partner affiliated with a significant shareholder (Aisling) with shared voting power over ACRS shares; heightened sensitivity on transactions and director independence optics despite formal independence determination .
- Structural governance: Combined CEO/Chair role; investors may prefer independent chair—partially offset by Lead Independent Director authority .