Andrew Schwab
Camp4 TherapeuticsAbout Andrew J. Schwab
Andrew J. Schwab (age 54) is an independent Class I director of CAMP4 Therapeutics, serving since March 2021. He is Founding Partner and Managing Partner of 5AM Venture Management, LLC (since 2002) and holds a BS with Honors in Genetics and Ethics from Davidson College. The board determined all directors other than the CEO are independent under Nasdaq rules; Schwab is included in that determination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enliven Therapeutics, Inc. | Director | Jan 2022 – Jun 2023 | Biotech governance; small molecule kinase focus |
| Pear Therapeutics, Inc. | Director | 2014 – Jun 2022 | Digital therapeutics oversight |
| 5:01 Acquisition Corp. | Director | Sep 2020 – Oct 2022 | SPAC governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 5AM Venture Management, LLC | Founding Partner & Managing Partner | 2002 – present | Life sciences venture investor |
| Skye Bioscience, Inc. | Director | Aug 2023 – present | Obesity/co-morbidity therapeutics focus |
Board Governance
- CAMP4 Board meetings: 5 in FY2024; each director attended at least 75% of Board and committee meetings on which they served .
- Independence: Board determined all directors except the CEO are independent per Nasdaq and Exchange Act rules; no family relationships among directors/executives .
- Committee memberships and chairs:
- Audit: Members—Michael Higgins (Chair), James Boylan, Ingo Chakravarty, Douglas Williams; Schwab is not listed as a member .
- Compensation: Members—Steven Holtzman (Chair), Michael Higgins, Richard Young; Schwab is not listed .
- Nominating & Corporate Governance: Members—Paula Ragan (Chair), Ravi Thadhani, James Boylan, Steven Holtzman; Schwab is not listed .
- Research & Development: Chair—Richard Young; full membership not enumerated; Schwab not indicated .
Fixed Compensation
| Director (2024) | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Andrew J. Schwab | — | — | — |
| Policy context | Annual cash retainer: $40,000 for non-employee directors; $70,000 for Board chair; excludes “directors affiliated with investors” | Committee retainers: Audit $7,500 ($15,000 chair); Compensation $5,000 ($10,000 chair); Nominating $5,000 ($10,000 chair); R&D $5,000 ($10,000 chair) | Pro-rated during 2024 due to policy change at IPO |
The proxy explicitly notes non-employee director cash retainers are paid “other than those directors affiliated with investors,” which likely explains no 2024 fees for Schwab given his 5AM affiliation .
Performance Compensation
| Component | Grant Size | Vesting | Eligibility & Notes |
|---|---|---|---|
| Initial option (post-IPO appointments before Apr 1, 2025) | 17,787 shares | Monthly over 3 years | For directors first elected/appointed after IPO; Drs. Stewart/Williams received these in Mar 2025 |
| Initial option (appointments after Apr 1, 2025) | 18,000 shares | Monthly over 3 years | Amended policy effective Apr 1, 2025 |
| Annual option (from FY2025) | 9,000 shares | Vest in full at first anniversary/next annual meeting | For continuing non-employee directors not first elected during the year |
Schwab received no director equity awards disclosed for 2024; option/RSU holdings were enumerated for other directors, but not for Schwab . Policy excludes investor-affiliated directors from cash retainers; equity award eligibility for investor-affiliated directors is not expressly stated and no Schwab grants are disclosed .
Other Directorships & Interlocks
| Relationship | Detail | Governance Relevance |
|---|---|---|
| Investor affiliation | Schwab is a managing member of 5AM Partners VI, LLC and Opportunities II GP, which are general partners of funds holding CAMP4 shares; 5AM entities beneficially own 2,927,915 shares (14.5%) | Board representation by a significant shareholder; potential conflicts in capital allocation, financing, and strategic direction; mitigated by Board independence determination and related-party policy |
| IPO participation | 5AM Ventures VI purchased 909,090 shares at $11.00 per share in CAMP4’s Oct 2024 IPO | Alignment via capital commitment; also cements 5AM as a top holder |
| Investor rights | Amended and restated investors’ rights agreement granted registration rights to holders including 5AM; terminates on the earlier of 5 years post-IPO, deemed liquidation, or Rule 144 availability | Potential influence on secondary liquidity and timing; Board/committee oversight of conflicts stated |
Expertise & Qualifications
- Venture capital leadership in life sciences; extensive board experience across biotech companies; BS with Honors in Genetics and Ethics (Davidson College) .
- Independent director under Nasdaq and Exchange Act rules; no family relationships with management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown | Basis Date |
|---|---|---|---|---|
| Andrew J. Schwab | 2,927,915 | 14.5% | 2,625,145 by 5AM Ventures VI, L.P.; 302,770 by 5AM Opportunities II, L.P.; Schwab (with Dr. Kush Parmar) shares voting/dispositive power as managing member of general partners | Mar 31, 2025 (outstanding shares 20,161,073) |
No pledging of company stock is disclosed for Schwab; beneficial ownership is reported via joint Schedule 13D with 5AM entities .
Governance Assessment
- Independence and engagement: The Board determined Schwab is independent; attendance threshold met (≥75%). However, he is not on audit, compensation, or nominating committees—limiting direct committee oversight influence but reducing conflict exposure in sensitive areas .
- Ownership alignment: Significant beneficial stake (14.5%) through 5AM aligns incentives with shareholders, and direct IPO participation further supports alignment .
- Potential conflicts and controls:
- RED FLAG: Significant shareholder/board representative with registration rights—potential for conflicts in capital markets actions, follow-ons, lock-ups, or liquidity strategies .
- Mitigants: Formal related-person transaction policy (audit committee oversight; arm’s-length review); Board risk oversight and independence assertions; no family relationships .
- Director pay signals: No 2024 fees/equity awards disclosed for Schwab; policy excludes investor-affiliated directors from cash retainers—reduces direct pay-for-performance concerns for him but may concentrate incentives via fund-level returns rather than director equity awards .
- Committee activity: Nominating & Corporate Governance committee did not meet in FY2024 (newly public transition context), which could be a process weakness to monitor post-IPO .
Overall, Schwab brings deep sector and capital markets experience with meaningful ownership alignment. The principal governance risk is investor-affiliated influence given 5AM’s stake and rights; the company’s independence determinations and related-person policy are important mitigants. Continuous monitoring of related-party exposures, committee activity cadence post-IPO, and any secondary offerings/registration events is warranted .