Paul Schimmel
About Paul Schimmel
Paul Schimmel, Ph.D., age 84, is an independent director of aTyr Pharma (ATYR) and has served on the Board since September 2005. He is a Professor of Molecular Medicine and of Chemistry at Scripps Research, formerly the John D. and Catherine T. MacArthur Professor of Biochemistry and Biophysics at MIT; he holds a B.A. from Ohio Wesleyan University and a Ph.D. in biochemistry and biophysics from MIT. Schimmel is an elected member of the National Academy of Sciences, National Academy of Medicine, National Academy of Inventors, American Philosophical Society, and American Academy of Arts and Sciences, and is a scientific founder of aTyr with core credentials in tRNA synthetase biology. He is currently a director of several private companies and cofounder of public biopharma companies including Repligen, Alkermes, Cubist, Sirtris, and Alnylam; he was a founding Director of Momenta.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scripps Research | Professor of Molecular Medicine and of Chemistry | Not disclosed | Scientific leadership; expertise in tRNA synthetase biology |
| Massachusetts Institute of Technology (MIT) | John D. and Catherine T. MacArthur Professor of Biochemistry and Biophysics (former) | Not disclosed | Academic leadership in biochemistry/biophysics |
| Repligen; Alkermes; Cubist; Sirtris; Alnylam | Cofounder | Not disclosed | Company creation and scientific founding contributions |
| Momenta | Founding Director | Not disclosed | Early governance and scientific oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several private companies | Director | Current (specific companies not disclosed) | Board advisory/oversight (companies unspecified) |
| Scripps Research | Professor | Current | External scientific leadership |
Board Governance
- Independence: The Board determined all directors except the CEO (Dr. Shukla) are independent; Schimmel is independent.
- Committee memberships: Schimmel is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees.
- Board meeting attendance: In 2024, the Board held six meetings; all directors other than Mr. Clarke attended at least 75% of Board and committee meetings for which they served.
- Executive sessions: Independent directors held three executive sessions in 2024 (without management).
- Tenure: Director since September 2005; Class I nominee for a term expiring at the 2028 annual meeting if re-elected.
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board Annual Retainer (cash) | 40,000 | Standard non-employee director retainer |
| Committee Chair/Member Fees | — | No committee assignments disclosed for Schimmel |
| Meeting Fees | — | Not disclosed in policy; reimbursed reasonable expenses |
| Total Cash Fees | 40,000 | — |
Director compensation policy (context):
- 2024 policy (before December amendment): Board retainer $40,000; Committee Chair/Members: Audit $25,000/$8,000; Compensation $12,000/$6,000; Nominating $8,000/$4,000; annual option grant up to 24,000 shares; initial option grant up to 48,000 shares.
- Post-December 2024 amendment: Board retainer $40,000; Committee Chair/Members: Audit $20,000/$9,000; Compensation $15,000/$7,000; Nominating $10,000/$5,000; annual option grant up to 50,000 shares; initial option grant up to 100,000 shares.
Performance Compensation
| Equity Instrument | 2024 Grant | Fair Value ($) | Key Terms |
|---|---|---|---|
| Stock Options | Annual non-employee director grant | 30,144 | Exercise price at fair market value on grant date; vests in full at earlier of first anniversary or next annual meeting (policy) |
Performance metrics tied to director compensation:
- None disclosed for directors; equity is time-based (no revenue/EBITDA/TSR targets for director awards).
Vesting schedules (policy):
- Initial director option grant: vests in equal monthly installments over 36 months.
- Annual director option grant: vests in full at earlier of the first anniversary of grant or the following annual meeting.
Change-of-control provisions (plan-level):
- In a sale event, awards are generally assumed/continued; if not, options/SARs may be cashed out for intrinsic value and other awards canceled or paid; Administrator may accelerate vesting.
Clawback/Hedging:
- Company adopted a Dodd-Frank compliant clawback policy in October 2023; plan awards subject to clawback.
- Hedging prohibited without Compliance Officer approval; pre-clearance required for trades by directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond aTyr Pharma |
| Private company boards | Director at several private companies (unspecified) |
| Prior public company board/service | Founding Director of Momenta; cofounder of Repligen, Alkermes, Cubist, Sirtris, Alnylam |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Education: B.A. Ohio Wesleyan University; Ph.D. MIT (Biochemistry & Biophysics).
- Technical expertise: tRNA synthetase biology; discoveries foundational to therapeutic development.
- Honors: National Academy of Sciences; National Academy of Medicine; National Academy of Inventors; American Philosophical Society; American Academy of Arts and Sciences.
- Scientific founder of aTyr.
Equity Ownership
| Holder/Type | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Direct (Paul Schimmel) | 8,890 | — | — |
| Paul Schimmel Prototype PSP (Trust) | 413,023 | — | Trustee with voting/dispositive power |
| Schimmel Revocable Trust U/A Dtd 9/6/2000 | 679,143 | — | Trustee with voting/dispositive power |
| Options acquirable within 60 days | 22,763 | — | Excluded from “shares owned” but included in beneficial total |
| Total Beneficial Ownership | 1,123,819 | 1.26% | Out of 88,858,612 shares outstanding at record date |
Shares pledged as collateral:
- No pledging disclosure provided in the proxy; hedging restrictions apply.
Insider Trades
| Date | Transaction | Shares | Price ($/sh) | Consideration ($) |
|---|---|---|---|---|
| May 2023 | Open-market purchase via ATM program | 200,000 | 2.25 | ~450,000 |
Governance Assessment
-
Strengths:
- Independent director with deep scientific credentials; long-tenured since 2005, contributing to continuity and domain expertise.
- Meaningful ownership alignment: 1,123,819 shares beneficially owned (1.26%), including direct and trust holdings; options modest relative to owned shares.
- Attendance threshold met (≥75%); participates in independent executive sessions (three in 2024).
- Clawback policy and anti-hedging rules enhance governance; director equity vests time-based without repricing rights absent stockholder approval.
- Insider purchase in May 2023 a positive alignment signal.
-
Potential risks / RED FLAGS to monitor:
- Age and succession: At 84, succession planning and refreshment considerations are relevant.
- Committee engagement: No committee assignments; while independence and board service are solid, lack of committee roles may limit direct influence on audit/comp processes.
- Equity dilution: Board’s proposed 2015 Plan share increase implies overhang rising to ~17.5% post-approval; while typical for pre-commercial biotech, investors should monitor dilution trajectory.
- Related-party exposure: None reported above thresholds; disclosed insider purchase via ATM does not suggest conflict but should be monitored for trading compliance.
Overall, Schimmel presents strong scientific oversight and alignment through ownership, with independence and attendance supporting board effectiveness; key watch-items are succession planning and ensuring board committee coverage adequately addresses oversight depth.