Andrea Ellis
BridgeBio PharmaAbout Andrea Ellis
Andrea J. Ellis (age 39) is an independent director of BridgeBio Pharma, Inc. (BBIO) serving since August 2021; she currently chairs the Audit Committee and has been designated an Audit Committee financial expert by the Board . Ellis is the Chief Financial Officer of Fanatics Betting & Gaming, and previously served as CFO of Lime (Neutron Holdings, Inc.) and held finance and operating roles at Restaurant Brands International and Goldman Sachs; she holds a B.A. in Biology from the University of Pennsylvania and an MBA from Harvard Business School . She is a Class II director with a term continuing to the 2027 Annual Meeting and has been determined independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neutron Holdings, Inc. d/b/a Lime | Chief Financial Officer | Jun 2020 – Sep 2022 | Led finance for transportation tech company |
| Restaurant Brands International (Burger King, Popeyes, Tim Hortons) | Various finance/operating roles | 2015 – 2020 | Multi-brand finance/ops experience |
| Goldman Sachs | Investment Banking; Equities Trading | IB: 2012 – 2015; Equities: 2007 – 2010 | Capital markets and trading background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Fanatics Betting & Gaming | Chief Financial Officer | Current | Operating executive role; not a public company directorship |
Board Governance
- Committee assignments: Chair of the Audit Committee; members include Ellis, Aguiar, Dachille, and Scott; Audit Committee held six meetings in 2024 .
- Financial expert designation: The Board determined Ellis is an “Audit Committee financial expert” under SEC rules .
- Independence: The Board determined that all directors except Kumar, Homcy, and McCormick are independent; Ellis is independent .
- Board attendance: The Board held nine meetings in 2024; all directors then serving attended at least 75% of Board and committee meetings .
- Class and term: Class II director, currently serving until the 2027 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount/Policy |
|---|---|
| Annual cash retainer (Board membership) | $50,000 |
| Committee membership fees | $0 (no additional compensation for serving on committees) |
| Committee chair fees | $0 (no incremental chair fees under Amended Policy) |
| Meeting fees | $0 (no per-meeting fees) |
| Total 2024 cash paid to Ellis | $50,000 |
Performance Compensation
| Metric/Term | 2024 Details |
|---|---|
| Annual director equity grant type | Non-statutory stock option |
| Annual grant intended value | $550,000 grant-date fair value (Ellis reported $549,998) |
| Exercise price | Equal to closing price on grant date |
| Option term | 10 years |
| Vesting schedule | 3 equal annual installments over 3 years (service-based; vesting ceases upon departure unless Board decides otherwise) |
| Change-in-control treatment | Full accelerated vesting upon a “sale event” under the 2021 Plan |
| Clawback | Awards under the Amended and Restated Plan are subject to the Company’s clawback policy |
| Repricing protection | Options and SARs will not be repriced without stockholder approval |
| Director compensation cap | $600,000 per calendar year (first-year cap $1,250,000) |
Other Directorships & Interlocks
- No other public company directorships for Ellis are disclosed in the proxy; her current external role is CFO of Fanatics Betting & Gaming (operating role) .
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation and extensive CFO/finance background .
- Education: B.A. in Biology (University of Pennsylvania); MBA (Harvard Business School) .
- Board selection criteria: Nominating Committee emphasizes independence, time availability, and high ethical standards; committees comprised entirely of independent directors .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Apr 1, 2025) | 118,983; less than 1% of shares outstanding |
| Shares outstanding (context) | 189,856,023 as of Apr 1, 2025 |
| Options outstanding (as of Dec 31, 2024) | 232,305 |
| Pledging/hedging | No pledging or hedging by Ellis disclosed in the proxy; Audit Committee reviews related-person transactions |
Governance Assessment
- Positives:
- Independent director with deep finance credentials; designated Audit Committee financial expert, signaling strong oversight of financial reporting and controls .
- Audit Committee chair with active committee schedule (six meetings in 2024); Board-wide attendance at least 75% indicates engagement .
- Director equity awards subject to clawback; options cannot be repriced without stockholder approval—shareholder-friendly features .
- Clear compensation policy caps and standardized option-based grants reduce risk of pay inflation; no meeting or committee/ chair fees .
- Watch items / potential red flags:
- Single-trigger full acceleration of director equity upon a “sale event” may weaken long-term alignment around post-deal performance; monitor deal-related incentives .
- Beneficial ownership is <1%; while typical for outside directors, ownership alignment depends on vesting and exercise behavior over time .
- Conflicts and related-party exposure:
- Proxy disclosures do not identify related-party transactions involving Ellis; Audit Committee oversees and must pre-approve related-party transactions .
- Signals for investors:
- Strong audit oversight and independent committee composition, combined with clawback and anti-repricing provisions, support investor confidence in governance and pay practices .
- Compensation structure relies on time-vested options; monitor equity mix and grant values as policy sunsets after 2025 to ensure continued pay-for-performance rigor .