Jay S. Skyler
Applied TherapeuticsAbout Jay S. Skyler
Jay S. Skyler, M.D., MACP, 78, is an independent director of Applied Therapeutics (APLT) serving since April 2019, and currently chairs both the Compensation Committee and the Nominating & Corporate Governance Committee while also serving on the Audit Committee. He is Professor of Medicine, Pediatrics and Psychology and Deputy Director of the Diabetes Research Institute at the University of Miami (employed since 1976), with prior leadership roles at the American Diabetes Association (President) and International Diabetes Federation (Vice-President). He holds a B.S. from Pennsylvania State and an M.D. from Jefferson Medical College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amylin Pharmaceuticals, Inc. | Director | Until acquisition by Bristol-Myers Squibb (Aug 2012) | Board oversight during growth and M&A |
| MiniMed, Inc. | Director | Until acquisition by Medtronic (2001) | Board oversight in medical devices |
| DexCom, Inc. (Nasdaq: DXCM) | Director | 2002–2023 | Long-tenured device governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SAB Biotherapeutics, Inc. (Nasdaq: SABS) | Director | Since May 2024 | Current public company directorship |
| University of Miami | Professor; Deputy Director, Diabetes Research Institute | Since 1976 | Academic leadership in diabetes |
| National Institute of Diabetes & Digestive & Kidney Diseases (NIDDK) Type 1 Diabetes Clinical Trials Network | Study Chairman | N/A | Clinical trials governance |
| American Diabetes Association | Past President | N/A | Professional society leadership |
| International Diabetes Federation | Past Vice-President | N/A | Global diabetes advocacy |
Board Governance
- Independence: The Board determined Dr. Skyler is independent under Nasdaq and SEC rules; only the Executive Chairman (John H. Johnson) and CFO (Les Funtleyder) are not independent.
- Attendance & engagement: The Board held 12 meetings in FY2024; each incumbent director attended at least 90% of Board and committee meetings and all directors attended the 2024 annual meeting.
| Committee | Membership | Chair |
|---|---|---|
| Audit | Member | — (Chair: Stacy J. Kanter) |
| Compensation | Member | Chair |
| Nominating & Corporate Governance | Member | Chair |
- Lead Independent Director: Teena Lerner currently serves as Lead Independent Director; executive sessions are chaired by the Lead Independent Director.
Fixed Compensation
- Policy levels (2024): cash retainers per policy below. Actual cash fees earned by Jay Skyler in 2024 totaled $65,000.
| Position/Committee | 2024 Annual Service Retainer (Member) | 2024 Chair Additional Retainer |
|---|---|---|
| Board of Directors | $40,000 | — |
| Audit Committee | $10,000 | $20,000 |
| Compensation Committee | $7,500 | $15,000 |
| Nominating & Corporate Governance Committee | $5,000 | $10,000 |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jay Skyler | $65,000 | $202,500 | $267,500 |
- 2025 policy change: On March 24, 2025, annual director equity grants increased to 200,000 options per director (initial grants for new directors: 400,000 options), vesting in three successive equal installments; all director equity awards vest in full upon a change in control.
Performance Compensation
- Director equity awards (time-based RSUs in 2024; shift to options in 2025).
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting Schedule | Outstanding/Status |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | 2024-06-06 | 45,000 | $202,500 | 25% on 2024-09-06; 25% on 2024-12-06; 25% on 2025-03-06; remainder on earlier of 2025-06-06 or 2025 annual meeting | 22,500 unvested as of 12/31/2024 |
| Stock Options (legacy director awards) | Various (2019–2022) | 63,690 (fully vested) | N/A | Fully vested by 12/31/2024 | Outstanding as of 12/31/2024 |
| Options (2025 policy) | 2025-03-24 (policy change) | 200,000 (annual) | N/A | Three successive equal installments from grant | Applies prospectively |
- Change-in-control terms: Director equity awards (options or RSUs) vest in full upon a change in control.
- Clawback: Company adopted Dodd-Frank-compliant clawback policy covering executive officers; director-specific clawback not disclosed.
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| SAB Biotherapeutics, Inc. | SABS | Director | No APLT-related conflicts disclosed |
| DexCom, Inc. | DXCM | Director (2002–2023) | Prior role; no current APLT conflicts disclosed |
| Amylin Pharmaceuticals, Inc. | — | Director (pre-2012) | Acquired; historical |
| MiniMed, Inc. | — | Director (pre-2001) | Acquired; historical |
- Related party transactions: The proxy’s related party section does not list transactions involving Jay S. Skyler; the Company maintains a formal related person transaction policy overseen by the Nominating & Corporate Governance Committee.
Expertise & Qualifications
- Deep clinical and academic expertise in diabetes; leadership in major diabetes organizations; extensive public company board experience in life sciences and medical devices.
- Audit committee financial expert designation is held by Teena Lerner; not attributed to Dr. Skyler.
Equity Ownership
- Beneficial ownership as of April 11, 2025: 128,690 shares; less than 1% of outstanding shares.
- Components: includes 63,690 options exercisable within 60 days and 11,250 RSUs vesting within 60 days; additional 22,500 RSUs remained unvested at 12/31/2024.
- Hedging/pledging: Prohibited for directors under insider trading policy; Rule 10b5‑1 plans permitted subject to policy.
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 128,690 | As of 2025-04-11; <1% of outstanding |
| % of Shares Outstanding | <1% | As disclosed in proxy footnote |
| Options Exercisable ≤60 days | 63,690 | Included in beneficial ownership calculation |
| RSUs vesting ≤60 days | 11,250 | Included in beneficial ownership calculation |
| Unvested RSUs (12/31/2024) | 22,500 | Not counted in beneficial ownership |
| Hedging/Pledging | Prohibited | Insider trading policy |
Shareholder Voting Signal (2024 Election)
- 2024 Annual Meeting vote outcomes (Class II directors): Dr. Skyler received 49,285,765 “For” votes versus 21,307,957 withheld; broker non-votes 13,782,661, indicating solid investor support.
| Director Nominee (2024) | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Jay S. Skyler, M.D., MACP | 49,285,765 | 21,307,957 | 13,782,661 |
Governance Assessment
-
Strengths
- Independent director with high engagement: ≥90% meeting attendance; attendance at annual meeting.
- Strong committee leadership: Chairs Compensation and Nominating & Corporate Governance; member of Audit, with Board-level risk oversight across compensation, legal compliance, and governance.
- Domain expertise enhances Board effectiveness in APLT’s therapeutic focus areas.
- Shareholder support evidenced by 2024 election vote totals.
- Governance safeguards: prohibition on hedging/pledging; formal related person transaction policy; shareholder approval required for equity repricings (2019 Plan amendment).
-
Watch items / potential red flags
- Equity mix shift for directors (2025) from RSUs to larger option grants (200,000 annual; 400,000 initial) with full change-in-control vesting—heightens equity sensitivity; monitor alignment and potential dilution.
- Broader company context includes reverse stock split proposal to maintain Nasdaq listing; board discretion and anti-takeover implications of increased authorized but unissued shares may affect investor perceptions; ongoing monitoring warranted.
-
Independence & conflicts
- No related-party transactions involving Dr. Skyler disclosed; independence affirmed by Board.
-
Compensation & incentives
- 2024 director compensation balanced cash ($65k) and equity (RSUs, $202.5k grant-date value) with time-based vesting; change-in-control single trigger vesting on director awards.
-
Say-on-pay & engagement
- 2025 proxy includes non-binding “say-on-pay” and frequency proposals; results not yet disclosed in reviewed filings.