Daniel Schmitt
About Daniel M. Schmitt
Daniel M. Schmitt, age 63, is President, Chief Executive Officer, and a director of Actuate Therapeutics, Inc. He has served as CEO since March 2015 and as a director since April 2015. His background spans operations management, product development, and business development in pharma/biotech; he holds an MBA and a BS in Chemistry with a concentration in Theoretical Mathematics from West Virginia University . Company-level TSR, revenue growth, and EBITDA growth metrics were not disclosed in the proxy statement; no performance-attribution figures are provided herein .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genus Oncology LLC | Chief Operating Officer | 2009–2014 | Clinical-stage operations leadership |
| Immtech Pharmaceuticals, Inc. | SVP, Licensing & Commercial Development | 2004–2009 | BD/licensing, commercial strategy |
| First Genetic Trust | General Manager, Academic & Government Institution Markets | 2001–2004 | Go-to-market in genomics for institutional segments |
| G.D. Searle Inc. | Various positions | Not disclosed | Pharma operations and development experience |
| ILEX Oncology, Inc. | Various positions | Not disclosed | Oncology product and BD experience |
| Fujisawa USA, Inc. | Various positions | Not disclosed | Pharma operating roles |
| Burroughs Wellcome Co. | Various positions | Not disclosed | Pharma foundations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Foundation for Cancer Research | Research positions | 1984 | Scientific foundation |
| University of North Carolina School of Medicine | Research positions | 1987–1988 | Academic research |
| Northwestern University | Entrepreneur-In-Residence | 2014 | Translational innovation and mentorship |
| University of Chicago; University of Illinois — Chicago | External expert consultant | 2011–2014 | Advisory support to academic translational efforts |
| Chicago Innovation Mentors | Founding member | Not disclosed | Ecosystem development/mentorship network |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 400,000 |
| Target Bonus (% of salary) | Up to 50% | Up to 50% (Board approved increase to 55% contingent on ≥$25M equity raised, 3/10/2025) |
| Actual Bonus ($) | 120,000 | 200,000 (not yet paid as of proxy date) |
Performance Compensation
- Annual bonus construct: 70% tied to agreed milestones and 30% discretionary; target up to 50% of base (55% contingent post 3/10/2025 approval) .
- 2016 and 2021 restricted stock grants included milestone and time-based vesting; 2024 RSUs were time-based; special change-in-control and licensing triggers add performance-linked equity/cash outcomes .
| Incentive | Metric/Trigger | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Milestones (70%) + Discretion (30%) | 70% / 30% | Up to 50% of salary (55% contingent post 3/10/2025) | FY24: $200,000 (unpaid as of proxy) | Annual; paid timing not disclosed |
| RSUs (IPO grant) | Qualified Financing (IPO on 8/14/2024) | N/A | 544,111 RSUs | Grant-date fair value $4,978,616 | 50% vest on 8/14/2025; 50% on 8/14/2026; accelerates on change-in-control or certain terminations |
| Stock Options (Special/Annual 2025) | Catch-up + annual grants approved 4/1/2025 | N/A | 4,285 (Base Pay True Up); 200,000 (Equity True Up); 66,503 (Annual) | Exercise price at 4/1/2025 close; payout via intrinsic value on exercise | Special: 25% on 8/14/2025; 75% monthly over 36 months thereafter; Annual: 25% on 1st anniversary, 75% monthly over next 36 months |
| Change-in-Control Equity/Cash | Cash sale ≥$29.56/share by 12/31/2026 | N/A | Ownership topped up to 8.0% FD + cash bonus = 100% of base salary | Contingent; subject to plan share limits | Grant immediately prior to closing; fully vested on grant |
| Licensing/Non-dilutive Capital | $10–$100M gross revenue by 12/31/2026 | N/A | Ownership topped up to 5.0–6.0% FD + cash bonus 25–50% of base (geo-dependent) | Contingent; subject to plan limits | Immediate vesting on grant |
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Total beneficial ownership | 619,014 shares; 3.17% of common outstanding as of 3/31/2025 |
| Indirect holdings | Shares held via The Schmitt Family Irrevocable Trust (552,345) and three children’s trusts (22,223 each), with Mr. Schmitt as trustee |
| Vested vs. unvested (as of 12/31/2024) | Unvested RSUs: 544,111 ($4,331,124 market value at $7.96 per share); additional unvested restricted common stock tranches from 2016/2021 grants |
| Options (exercisable/unexercisable) | None as of 12/31/2024; 2025 option grants approved with vest schedules starting 8/14/2025 |
| Pledging/Hedging | Prohibited under insider trading policy; margin/pledging not allowed |
| Ownership guidelines | Not disclosed for executives in proxy |
Employment Terms
| Term | Detail |
|---|---|
| Role start dates | CEO since March 2015; Director since April 2015 |
| Agreement history | CEO Employment Agreement dated 4/15/2015; amended 2/5/2016, 9/28/2017, 9/23/2018, 1/29/2019, 9/3/2019, 8/1/2022, 1/27/2023, 12/12/2023, 5/9/2024, and 3/11/2025 |
| Base/bonus mechanics | Base salary $400,000; Annual bonus up to 50% (70% milestone/30% discretionary). Board approved increase to $570,000 and bonus up to 55% contingent on ≥$25M equity financing (3/10/2025) |
| Equity grants (time-based) | 544,111 RSUs granted at IPO (8/14/2024), vesting 50% on 8/14/2025 and 50% on 8/14/2026; accelerates on change-in-control or certain terminations (without cause/for good reason/death/disability) |
| 2025 option grants | Special Option Grants (4,285 Base Pay True Up; 200,000 Equity True Up) and 66,503 Annual Option Grant at 4/1/2025 exercise price; Special: 25% on 8/14/2025; 75% monthly over 36 months; Annual: 25% on first anniversary; 75% monthly over next 36 months |
| Change-in-control equity/cash | If sold for cash ≥$29.56/share by 12/31/2026: ownership topped to 8.0% FD + cash bonus 100% of base; licensing/non-dilutive revenue $10–$100M by 12/31/2026: topped to 5.0–6.0% FD + cash bonus 25–50% of base (geo-dependent) |
| Severance | Standard: 1x base salary upon termination without cause or for good reason; CIC: 1.5x base salary less standard severance if terminated within 6 months prior or 12 months post CIC |
| Clawback policy | Adopted; compliant with Nasdaq Listing Rules per Dodd-Frank |
Board Service (Governance)
| Attribute | Detail |
|---|---|
| Board tenure | Director since April 2015 |
| Independence | Not independent due to executive officer status |
| Board leadership | Chairperson is Dr. Aaron G.L. Fletcher; independent directors meet in executive session regularly; no Lead Independent Director |
| Committee memberships | Not disclosed as serving on any committee; audit, compensation, and nominating committees comprised of independent directors |
| Attendance | All directors attended ≥75% of board/committee meetings in FY 2024; Board met five times |
| Dual-role implications | CEO + Director structure mitigated by independent Chair and majority-independent board |
Director Compensation
- Executive directors typically do not receive non-employee director fees; the proxy details cash and option compensation for non-employee directors only; no director compensation items are disclosed for Mr. Schmitt .
Compensation Structure Analysis
- Mix shift toward equity: Total compensation rose from $520,000 in 2023 to $5,578,616 in 2024, driven primarily by IPO RSU grant fair value ($4,978,616), evidencing a transition to significant equity alignment following the public offering .
- Annual bonus increased from $120,000 (2023) to $200,000 (2024), indicating higher cash incentives year-on-year, albeit still subordinate to equity value in 2024 .
- Post-IPO special and annual option grants in 2025 establish ongoing equity incentives with multi-year vesting; inclusion of CIC and licensing triggers creates performance-contingent equity/cash outcomes, but also potential dilution via ownership top-ups .
Related Party Transactions
- No related-party transactions specific to Mr. Schmitt were disclosed; company-level financing and governance arrangements involving significant shareholders and board members are described, with ROFR/co-sale agreements involving Mr. Schmitt having terminated upon IPO .
Risk Indicators & Red Flags
- Pledging/hedging prohibited, reducing misalignment risk .
- RSU single-trigger acceleration on change-in-control, plus double-trigger severance cash benefits, increases potential payout sensitivity to M&A outcomes .
- Majority-independent board with independent Chair mitigates CEO-director concentration risk; no familial relationships disclosed .
Compensation Committee Analysis
- Compensation committee: Dr. Zabrowski (Chair), Ms. Ronneberg, Dr. Sawhney; all independent; CEO not present for decisions on his own compensation; Anderson Pay Advisors retained as independent consultant; committee reviews risk-taking incentives annually .
Outstanding Equity Awards Detail (as of 12/31/2024)
| Grant | Shares/Units Unvested | Market Value ($) | Notes |
|---|---|---|---|
| Restricted common stock (2/5/2016) | 11,726 | 93,339 | Final tranche vests upon ≥$25M strategic partnership/licensing proceeds |
| Restricted common stock (2/22/2021) | 15,389 | 122,496 | Time-based vesting completed monthly post first anniversary |
| RSUs (8/14/2024 IPO grant) | 544,111 | 4,331,124 | 50% vests 8/14/2025; 50% vests 8/14/2026; accelerates on CIC/qualifying terminations |
Investment Implications
- Insider selling pressure: Significant cliff on 8/14/2025 (RSUs 50% + Special option 25%) and 8/14/2026 (RSUs remaining 50%) could create supply pressure in open trading windows; monitor Form 4s near these dates .
- Alignment vs dilution: Ownership top-ups to 8% (CIC ≥$29.56/share) or 5–6% (licensing/non-dilutive capital) align incentives to strategic outcomes but may be dilutive; these triggers are strong signals of management focus on M&A/licensing value realization by 12/31/2026 .
- Pay-for-performance: Annual bonus structure (70% milestone/30% discretionary) suggests operational execution emphasis; clawback and no-pledging policy lower governance risk; independent Chair and committee oversight mitigate dual-role concerns .
- Retention: Multi-year vesting across RSUs and options, plus severance/CIC protections, reduce near-term departure risk; track contingent board-approved salary increase (to $570,000) and bonus target shift to 55% upon equity financing to assess future cash comp leverage .