Shane Schaffer
About Shane J. Schaffer
Shane J. Schaffer, PharmD, is 50 and has served as Cingulate’s co-founder (2012), Chief Executive Officer, and Chairman of the Board since 2012. He holds a Doctor of Pharmacy from the University of Kansas and has 25+ years in drug development, commercialization, and biotech operations . He is not independent under Nasdaq rules due to his CEO role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cingulate | Co-founder, CEO & Chairman | 2012–present | Led company strategy and operations |
| Sabre Scientific Solutions | Managing Director | Jul 2009–Dec 2012 | Client/BD leadership |
| Pri-Med Access | Director of National Accounts | Sep 2008–May 2009 | Commercial relationships |
| Sanofi | Senior Marketing | Feb 2004–Dec 2007 | Product marketing |
| Novartis | Marketing Manager | Jun 2001–Oct 2003 | Brand management |
| Rutgers Pharmaceutical Industry Fellowship; Warner-Lambert/Parke Davis & Pfizer | Chief Fellow/Senior Fellow | Jul 1999–Jun 2001 | Clinical/industry training |
| Hoechst Marion Roussel | Clinical Research Associate | Jun 1997–Jul 1999 | Clinical research |
External Roles
- No other public-company directorships disclosed for Dr. Schaffer in the proxy materials or biography .
Board Governance
- Board structure and tenure: Schaffer is a Class III director (director since 2012), current term expiring at the 2027 annual meeting .
- Roles: Combined CEO and Chairman; the Board currently has no Lead Independent Director but may consider appointing one .
- Independence: Not independent (CEO role). Independent directors are Ervin, Lawrence, and Roberts; Werth is not independent due to financing ties .
- Committees: Audit, Compensation, and Nominating & Governance are composed solely of independent directors; Schaffer is not listed as a member .
- Meetings and attendance: The Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least twice per year without management .
Fixed Compensation
| Item | Details | Citation |
|---|---|---|
| Employment Agreement | Effective Sep 23, 2021; position: CEO | |
| Base Salary History | $475,000 original; $503,500 effective Jan 1, 2023; reduced to $226,350 effective Dec 16, 2023 (cost containment); reinstated to $503,500 in Sep 2024; increased to $523,120 effective Jan 1, 2025 | |
| Target Bonus % | 25% of base salary; actual amount at Compensation Committee discretion based on company and individual performance | |
| 2024 Cash Salary | $319,281 (as reported) | |
| Director Fees | As CEO/Chair, Schaffer does not receive additional director compensation |
Performance Compensation
| Metric/Instrument | 2024 Amount/Terms | Vesting/Performance Conditions | Citation |
|---|---|---|---|
| Annual Bonus (2024) | $251,500; paid 50% cash, 50% non-qualified stock options in Jan 2025 | Based on company + individual performance at Committee discretion | |
| Option Awards (2024) | Grant-date fair value $199,546 | Options granted Mar 4, 2024; 50% vests at 6-month anniversary, remainder monthly over 30 months | |
| Outstanding Options (as of 12/31/2024) | 12,603 exercisable; 10,314 unexercisable; strike $14.16; expiry 3/4/2034 | Standard time-based vesting per above | |
| Forfeitures (Dec 2024) | Voluntarily forfeited 1,406 options (exercise prices $331–$1,440, reflecting prior reverse splits) | N/A | |
| Clawback Policy | Recovery Policy adopted in 2023 per SEC/Nasdaq Section 954; restatement-based recoupment | Applies to cash and equity incentive compensation | |
| Anti-Hedging | Insider Trading Policy prohibits hedging/monetization transactions | Applies to directors/officers/employees |
Other Directorships & Interlocks
- No external public-company board roles disclosed for Schaffer; Board notes Werth’s financing ties (WFIA) affecting Werth’s independence, not Schaffer’s .
- Related-party transactions involve WFIA (managed by director Werth) note conversions and private placements; no Schaffer-related transactions disclosed .
Expertise & Qualifications
- Education: PharmD, University of Kansas .
- Skills: Life sciences, commercialization, product development, corporate management, capital raising .
- Governance: Long-tenured founder-CEO with deep domain expertise and commercialization track record .
Equity Ownership
| Metric | As of Apr 14, 2025 | As of Aug 1, 2025 |
|---|---|---|
| Beneficially Owned Shares | 46,367 | 47,512 |
| Percent of Class | 1.16% (based on 3,941,258 shares outstanding) | <1% (based on 5,264,642 shares outstanding) |
| Exercisable Options within 60 days | 42,533 | 43,678 |
| Exercisable Warrants | 295 | 295 |
| Indirect Holdings | 3,366 shares via Fountainhead Shrugged, LLC; Schaffer is manager with voting/investment power | 3,366 shares via Fountainhead Shrugged, LLC |
| Not Included (non-exercisable) | 78,511 unexercisable options (60-day lookback) | 276,866 unexercisable options (60-day lookback) |
Governance Assessment
- Independence and leadership structure: Schaffer is not independent (CEO) and serves as both Chairman and CEO without a Lead Independent Director—centralized authority that can raise concerns about board counterbalance; independent-only committee composition partially mitigates this .
- Engagement: Board met frequently (15 sessions in 2024) with minimum attendance thresholds met and directors attending the annual meeting—solid engagement baseline .
- Alignment and safeguards: Anti-hedging policy and 2023 clawback policy strengthen alignment and risk controls .
- Compensation structure: 2024 included a sizable bonus and options, with half of the bonus delivered in equity; base salary was reduced in late 2023 for liquidity, then reinstated and increased in 2025—indicates a mix of cash/equity and sensitivity to company conditions .
- Severance and CoC terms: 1.5x salary+target bonus on termination without cause/for good reason; 2x on CoC-related termination, with 280G “better-of” tax treatment (no gross-up)—market-aware but investor-sensitive features; full option vesting acceleration under CoC .
- Capital markets risk context: The company pursued reverse splits and monitoring to maintain Nasdaq listing compliance; while not specific to Schaffer, these capital structure actions frame governance risk and board decision-making environment .
RED FLAGS
- Combined CEO/Chair and lack of a Lead Independent Director may limit independent oversight .
- Company required reverse stock splits and monitoring to maintain listing, signaling capital market fragility that heightens governance scrutiny .
Positives
- Independent-only committee membership; presence of an audit committee financial expert (Roberts) .
- Adoption of clawback and anti-hedging policies; use of independent compensation consultant with no conflicts found .
Compensation Committee Analysis
- Composition: Ervin, Lawrence, Roberts; Lawrence is Chair; all independent .
- Activity: Seven meetings in 2024 .
- Consultant: Pay Governance LLC engaged; no conflicts identified; provides benchmarking and market trend analysis .
Fixed Compensation (Detail Table)
| Component | Amount/Date | Notes | Citation |
|---|---|---|---|
| Base Salary | $475,000 (orig.); $503,500 effective Jan 1, 2023; $226,350 effective Dec 16, 2023; $503,500 reinstated Sep 2024; $523,120 effective Jan 1, 2025 | Cost containment reduction then reinstatement/increase | |
| 2024 Reported Salary | $319,281 | As shown in Summary Compensation Table | |
| Director Retainer | N/A | CEO/Chair not paid director fees |
Performance Compensation (Detail Table)
| Component | 2024/Grant Detail | Terms/Performance | Citation |
|---|---|---|---|
| Annual Bonus | $251,500 | 50% cash, 50% option grant (Jan 2025) | |
| Option Awards FV | $199,546 | Grant-date fair value per ASC 718 | |
| Mar 4, 2024 Options | Strike $14.16; Expiry 3/4/2034 | 50% vest at 6 months; remaining monthly over 30 months | |
| Forfeitures (Dec 2024) | 1,406 options forfeited | Exercise prices $331–$1,440 (post reverse splits) | |
| Clawback | Recovery Policy (2023) | Restatement-based recoupment | |
| Anti-Hedging | Insider Trading Policy | Prohibits hedging/monetization |
Related Party Exposure
- No related-party transactions disclosed for Schaffer; WFIA transactions are tied to director Werth (note conversions, private placement, and pre-funded warrants) and overseen under Audit Committee policy .
Say-on-Pay & Shareholder Feedback
- Say-on-pay voting outcomes not disclosed in the 2025 proxy; no shareholder proposals related to compensation noted for 2025 .
Stock Ownership Guidelines
- Corporate Governance Guidelines include stock ownership considerations; specific multiples or numeric guidelines not disclosed in the proxy .
Executive Sessions Frequency
- Independent directors meet a minimum of two times per year without management .
Attendance Summary
- Each director met at least 75% attendance on Board/committee meetings in 2024; all directors attended the 2024 annual meeting .