John P. Schmid
ANAPTYSBIOAbout John P. Schmid
Independent director since June 2015 (age 62), Schmid is a career biopharma CFO and audit committee veteran with deep public-company finance and transaction experience. He co‑founded Trius Therapeutics (CFO), was CFO of Auspex Pharmaceuticals, and previously held CFO roles at GeneFormatics and Endonetics; he holds an MBA (University of San Diego) and BA (Wesleyan). At ANAB, he chairs the Audit Committee, is designated the Board’s “audit committee financial expert,” and also serves on the Compensation Committee; the Board affirms his independence under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Auspex Pharmaceuticals, Inc. | Chief Financial Officer | Sep 2013 – Jun 2015 | Took company through sale to Teva (role context as CFO) |
| Trius Therapeutics (public) | Co‑founder; Chief Financial Officer | Jun 2004 – Sep 2013 | Led finance through merger with Cubist |
| GeneFormatics, Inc. (private) | Chief Financial Officer | 1998 – 2003 | CFO responsibilities |
| Endonetics (private medical device) | Chief Financial Officer | 1995 – 1998 | CFO responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Design Therapeutics, Inc. (public) | Director | Current | Public company directorship |
| Xeris Pharmaceuticals (public) | Director | Current | Public company directorship |
| Helix Acquisition Corp. II (SPAC) | Director | Current | SPAC directorship |
| Bright Peak Therapeutics (private) | Director | Current | Private company directorship |
| Helix Acquisition Corp. (SPAC) | Director | Prior 5 years | Former role |
| Neos Therapeutics (public) | Director | Prior 5 years | Former role |
| Poseida Therapeutics, Inc. (public) | Director | Prior 5 years | Former role |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member. The Board deems him independent; he is also designated an “audit committee financial expert.” Audit responsibilities include oversight of financial reporting, ICFR/disclosure controls, auditor selection/performance, related‑party review, risk and cybersecurity oversight, and issuing the Audit Committee Report (which he signed as Chair) .
- Attendance/engagement: In 2024 the Board met 8x; Audit 4x; Compensation 4x; Nominating/Governance 3x. No director attended <75% of applicable meetings; independents meet in executive session regularly .
- Independence and structure: Eight of nine directors independent; CEO not independent. Independent Chair (John Orwin) separate from CEO enhances oversight .
- Related-party and conflicts: Company discloses no related‑party transactions since Jan 1, 2023; Audit Committee reviews/approves any such transactions per policy .
- Trading/hedging/pledging: Directors are prohibited from hedging, shorting, and pledging company stock; company adheres to insider trading controls .
Fixed Compensation
| Component | 2024 Policy Rate (USD) | Schmid’s Roles | 2024 Amount (USD) |
|---|---|---|---|
| Annual cash retainer | 40,000 | Director | Included in total below |
| Audit Committee Chair fee | 20,000 | Audit Chair | Included in total below |
| Compensation Committee member fee | 6,750 | Member | Included in total below |
| Total cash earned (reported) | — | — | 66,750 |
Notes: Cash retainers are paid quarterly in arrears; fee schedule increased modestly from 2023 (e.g., Compensation member fee from $6,000 to $6,750) .
Performance Compensation
| Element | 2024 Grant Structure/Terms | 2024 Reported Value (USD) |
|---|---|---|
| Stock options | Annual grant generally 16,510 options; monthly vesting over 1 year; director awards accelerate upon change in control | 248,918 (grant‑date fair value) |
| RSUs | Annual grant generally 6,030 RSUs; vest on next annual meeting; director awards accelerate upon change in control | 127,776 (grant‑date fair value) |
| Total equity compensation | Time‑based (no director performance metrics); CoC acceleration | 376,694 (sum of reported equity values) |
Additional details: Non‑employee director equity awards are time‑based; there are no director‑specific performance metrics. All director equity accelerates on a change in control . Company‑wide clawback applies to awards; Board has authority to recoup per policy and law .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Consideration |
|---|---|---|
| Design Therapeutics, Xeris Pharmaceuticals | Public biopharma | Typical sector overlap; no ANAB‑disclosed related‑party transactions |
| Helix Acquisition Corp. II; Bright Peak Therapeutics | SPAC/private | No ANAB‑disclosed related‑party transactions |
Board context: EcoR1 Capital (26% holder) has its founder (Oleg Nodelman) on ANAB’s Board; Board affirms independence standards for committee service (Schmid remains independent) .
Expertise & Qualifications
- Financial expertise: Audit Committee Chair and SEC “financial expert” designation .
- Transaction/M&A and capital markets: CFO across multiple public/private biopharma companies; co‑founder with IPO/M&A experience .
- Education: MBA (University of San Diego), BA (Wesleyan University) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 148,118 shares | <1% of outstanding; includes direct, indirect, and options exercisable within 60 days |
| Direct holdings | 46,237 shares | Held directly |
| Indirect holdings | 11,068 shares | Attributed via his role as trustee of the SpeakInc. ESOP |
| Options exercisable ≤60 days | 90,813 shares | Counted in beneficial ownership per SEC rules |
| RSUs/options outstanding (as of 12/31/24) | 6,030 RSUs; 127,647 options outstanding | Aggregate outstanding; not all exercisable within 60 days |
| Hedging/pledging | Prohibited | Company policy bans hedging and pledging for directors |
No stock ownership guidelines for directors are disclosed in the proxy; the company emphasizes prohibitions on hedging/pledging and timing of grants . No related‑party transactions reported for Schmid; Audit Committee reviews any related‑party matters under written policy .
Governance Assessment
- Strengths
- Independent director with robust audit/finance credentials; serves as Audit Chair and designated “financial expert,” enhancing financial reporting oversight and cybersecurity risk oversight .
- Strong engagement: no attendance shortfalls; Board/committees met regularly; independent executive sessions occur .
- Director pay aligned to market with modest cash/meaningful equity; equity vests over service and accelerates on CoC; clawback policy in place; hedging/pledging prohibited .
- No related‑party transactions disclosed; Compensation Committee uses independent consultants (Compensia through Sep‑2024; Alpine Rewards thereafter) with no conflicting services .
- Watch items / potential red flags
- CoC full acceleration for director equity is shareholder‑unfriendly in some governance frameworks; common in small‑cap biotech but can be flagged by some investors .
- Significant shareholder representation on Board (EcoR1 at 26% via director Nodelman) warrants continued monitoring of independence dynamics; Board affirms committee independence and related‑party controls .
- Indirect holdings attributed via trustee role for SpeakInc. ESOP reflect an additional fiduciary capacity; no conflict disclosed, but monitor for any transactions involving that plan/entity (none reported) .
- Investor signal
- Say‑on‑Pay support was ~87% in 2024, indicating general shareholder alignment with compensation governance (executive program context) .
Director Compensation (2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | 66,750 |
| Option Awards (grant‑date fair value) | 248,918 |
| Stock Awards (grant‑date fair value) | 127,776 |
| Total | 443,444 |
Committee Assignments
| Committee | Role | Independence/Notes |
|---|---|---|
| Audit | Chair | Independent; “financially literate”; Schmid designated “audit committee financial expert” |
| Compensation | Member | Independent; committee uses independent consultants; reviews pay risk |
Attendance (2024)
| Body | Meetings | Attendance Note |
|---|---|---|
| Board of Directors | 8 | No director <75% attendance |
| Audit Committee | 4 | — |
| Compensation Committee | 4 | — |
| Nominating & Governance | 3 | — |
Policies and Protections
- Related‑party transactions: None reported since Jan 1, 2023; audit committee pre‑approval framework in place .
- Clawback: Awards subject to clawback/recoupment per policy and law .
- Hedging/Pledging: Prohibited for directors .
- Equity grant timing: Predetermined dates; directors receive annual grants in January; RSUs vest at next annual meeting .
Say‑on‑Pay & Shareholder Feedback (context)
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | ~87% approval of executive compensation program |
This report focuses on director‑level governance signals pertinent to investor confidence.