David Mack
BioXcel TherapeuticsAbout David Mack
David Mack (age 55) has served as an independent director of BioXcel Therapeutics, Inc. since November 2024; he brings 25+ years of experience as a lawyer, director, investor, and fiduciary specializing in complex transactions, restructuring, and litigation . He is currently a fiduciary at Drivetrain LLC (since 2018), holds BA and LLB (Hons) degrees from the University of Sydney, and previously worked at Mallesons Stephen Jaques (Sydney), Linklaters LLP (London), Simpson Thacher & Bartlett LLP, and Perry Capital LLC . The Board cites his strategic transactions expertise as a core credential for service on BTAI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drivetrain LLC | Fiduciary | 2018–present | Fiduciary services with restructuring/litigation expertise |
| Mallesons Stephen Jaques (Sydney) | Lawyer | Early career | Corporate legal training (strategic transactions) |
| Linklaters LLP (London) | Lawyer | Early career | Complex cross-border transactions exposure |
| Simpson Thacher & Bartlett LLP | Lawyer | After moving to US (from 2000) | Major transactions practice |
| Perry Capital LLC | Investment professional | After Simpson Thacher & Bartlett LLP | Investment, restructuring exposure |
External Roles
| Organization | Role | Public Listing | Notes |
|---|---|---|---|
| TerraForm Global, Inc. | Director (served/serves) | NSDQ: GLBL | Board experience in energy infrastructure |
| Speedcast International Limited | Director (served/serves) | ASX: SDA | Board experience in telecom/satellite |
| Intelsat S.A. | Director (served/serves) | Luxembourg S.A. (private/legacy) | Board experience in satellite communications |
Board Governance
- Board class and term: Class I nominee at the 2025 Annual Meeting; if elected, term runs to the 2028 Annual Meeting .
- Independence: Board determined David Mack is independent under Nasdaq rules, along with seven of eight current directors .
- Committee assignments: Compensation Committee member (non-chair); not on Audit or Nominating & Corporate Governance committees .
- Compensation Committee composition: Peter Mueller (Chair), David Mack, Sandeep Laumas; committee oversees executive and director compensation policies, plans, and clawback administration .
- Attendance/engagement: In 2024, the Board met 12 times; all incumbent directors attended at least 75% of Board/committee meetings, and all directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Peter Mueller) currently functions as Lead Director per Corporate Governance Guidelines .
Fixed Compensation
| Item | Amount/Detail | Source |
|---|---|---|
| Cash fees (2024) | $30,000 (since November 2024) | 2024 Director Compensation Table |
| Special cash arrangement | $90,000 total, paid $15,000 monthly for six months beginning Nov 30, 2024 | Offer letter terms |
| Equity (RSUs, grant) | 20,317 RSUs (aggregate shares underlying grant) | Offer letter terms |
| Vesting schedule (RSUs) | 12 equal monthly installments beginning Nov 30, 2024 | Offer letter terms |
| Options (2024) | None (no option grant shown for Mack in 2024 table) | 2024 Director Compensation Table |
Director fee program (2024 policy – applies after his first 12 months):
| Position | Annual Cash Retainer | Source |
|---|---|---|
| Base Board Fee | $60,000 | Director Compensation program |
| Chair of Board or Lead Independent Director | $35,000 | Director Compensation program |
| Audit Committee Chair | $20,000 | Director Compensation program |
| Compensation Committee Chair | $15,000 | Director Compensation program |
| Nominating & Corporate Governance Chair | $10,000 | Director Compensation program |
| Audit Committee member (non-chair) | $10,000 | Director Compensation program |
| Compensation Committee member (non-chair) | $7,500 | Director Compensation program |
| Nominating & Corporate Governance member (non-chair) | $5,000 | Director Compensation program |
Performance Compensation
| Metric Type | Disclosure for Directors | Source |
|---|---|---|
| Performance-linked metrics (e.g., revenue growth, TSR) | Not disclosed for non-employee director compensation; director equity is time-vested (RSUs/options) | Director Compensation program |
| Clawback applicability | Clawback policy applies to “officers”; policy administered by Compensation Committee; director-specific clawback not described | Insider Trading & Clawback Policy |
2024 compensation outcomes (mix):
| Component | 2024 Amount ($) | Note | Source |
|---|---|---|---|
| Cash | 30,000 | Portion of $90k special arrangement earned in 2024 | |
| Stock Awards (RSUs) | 185,619 | Grant-date fair value under ASC 718 | |
| Options | — | No option award for Mack in 2024 table | |
| Total | 215,619 | Cash + Stock value |
As of Dec 31, 2024, unvested RSUs held by Mack: 16,932 (83% of Stock Awards granted in 2024) .
Other Directorships & Interlocks
| Company | Sector/Type | Potential Interlock with BTAI |
|---|---|---|
| TerraForm Global, Inc. (GLBL) | Energy infrastructure (former NASDAQ) | None disclosed |
| Speedcast International Limited (SDA) | Telecom/satellite (ASX) | None disclosed |
| Intelsat S.A. | Satellite communications | None disclosed |
Expertise & Qualifications
- Strategic transactions and restructuring/litigation expertise from fiduciary and legal roles; complements Compensation Committee oversight responsibilities .
- Legal and investment background across leading law firms and investment management, with international exposure (Australia, UK, US) .
- Education: BA and LLB (Hons), University of Sydney .
Equity Ownership
| Metric | FY 2024 (Dec 31, 2024) | 2025 (Oct 31, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 16,932 unvested RSUs noted; total beneficial ownership not separately tabulated at 12/31/24 in the proxy | 20,317 shares beneficially owned |
| Ownership % of outstanding | N/A at 12/31/24 | “*” (less than 1%) of 21,765,678 shares outstanding |
| Options – exercisable within 60 days | Not applicable (none disclosed for Mack) | Not applicable (footnote lists shares only) |
| RSUs – vesting within 60 days | Not specified | Group footnote references 587 RSUs vesting within 60 days for the full group; Mack-specific footnote lists shares only |
Anti-hedging: Directors are prohibited from hedging company stock via derivatives or similar instruments per Insider Trading Compliance Policy .
Governance Assessment
- Committee role and independence: Mack serves on the Compensation Committee alongside independent directors; the Board affirms his independence under Nasdaq rules, and the committee oversees director compensation policies .
- Compensation structure signal: A non-standard first-year arrangement (six months of cash installments totaling $90,000 plus 20,317 RSUs with monthly vesting over 12 months) was used upon his appointment, after which he transitions to the standard director program; disclosure is explicit and time-bound. RED FLAG: non-standard director compensation arrangement for first 12 months (monitor for ongoing exceptions beyond the initial year) .
- Ownership alignment: Beneficial ownership recorded at 20,317 shares as of Oct 31, 2025, with time-vested RSUs promoting ongoing alignment; no pledging disclosed; hedging prohibited by policy .
- Attendance and engagement: Board/committee meeting cadence in 2024 was substantial (12 Board meetings), and incumbents met attendance thresholds; ongoing election as a Class I nominee indicates Board confidence .
- Related-party exposure: The proxy includes a related-person transaction policy and disclosure section; our review of the section did not identify transactions naming David Mack. Continue monitoring future proxies and 8-Ks for any new items .
RED FLAGS and Watch Items
- Non-standard director compensation arrangement in first 12 months (cash + monthly RSU vesting); ensure transition to standard program occurs and no continuing exceptions beyond the disclosed period .
- Compensation Committee membership while receiving a special arrangement underscores the importance of robust recusal practices where applicable; the company’s related-person policy requires recusal for interested directors .
- Ongoing monitoring for any related-party transactions involving entities linked to Drivetrain or other external boards; none identified in the 2025 proxy .