Daphne Karydas
About Daphne Karydas
Independent non-executive director at COMPASS Pathways (CMPS) since September 18, 2023; currently chairs the Audit and Risk Committee. Age 52; education includes BS/MS in Chemical Engineering (MIT) and MBA (Harvard Business School). Outside CMPS, she is President and CFO of Flare Therapeutics and serves on the Mineralys Therapeutics (MLYS) board as Audit Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flare Therapeutics (private) | President & CFO | Oct 2021–present | Financial leadership; oncology-focused biotech |
| Syndax Pharmaceuticals (SNDX) | CFO & Treasurer | Jul 2020–Oct 2021 | Built public-company finance function |
| Allergan plc (acquired by AbbVie) | SVP, Corporate FP&A & Strategy | Apr 2017–May 2020 | Led strategy and FP&A at large-cap pharma |
| Asset management/investment banking | Healthcare analyst; VP, IB (Goldman Sachs) | Prior to 2017 (various) | Capital markets insight relevant to biotech governance |
External Roles
| Organization | Role | Status | Governance/Committees |
|---|---|---|---|
| Mineralys Therapeutics (MLYS) | Director; Audit Committee Chair | Current | Audit chair responsibilities in public company |
| LogicBio Therapeutics | Director (prior) | Prior | Board service prior to 2022 acquisition by AstraZeneca rare disease group |
| Eucrates Biomedical Acquisition Corp. (SPAC) | Director (prior) | Prior | SPAC governance experience |
Board Governance
- Committee assignments: Audit and Risk Committee Chair; other committee members include Annalisa Jenkins, Linda McGoldrick, and Robert McQuade .
- Independence: Board determined all directors other than the CEO are independent; Karydas is independent .
- Attendance: In 2024 the Board held 10 meetings; all then-serving Directors attended ≥75% of Board and committee meetings. Audit and Risk Committee met five times in 2024 .
- Board structure: Non-executive independent Chair (Gino Santini); executive sessions of independent directors occur regularly .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | Included in total below | Policy: $40,000 for members |
| Audit & Risk Committee Chair Retainer | Included in total below | Policy: $18,000; increasing to $20,000 effective June AGM |
| Total Fees Earned/Paid in Cash (2024) | $55,500 | Reflects time in role and chair responsibilities |
Policy reference (effective April 1, 2024; updated for 2025 AGM):
- Non-executive director cash: $40,000 (member); Audit Chair $18,000 rising to $20,000; Audit Member $9,000 rising to $10,000; other committee chairs/members per schedule .
Performance Compensation
| Grant Date | Award Type | Shares/Options | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Sep 18, 2023 | Stock Options | 52,000 | $9.07 | 36 equal monthly installments over 3 years (initial director grant) | $349,867 (2023 total option fair value) |
| May 9, 2024 | Stock Options | 26,000 | $8.54 | Vests in full upon earlier of first anniversary or next AGM (annual director grant) | $222,040 (2024 option fair value) |
- Non-executive director equity awards are time-based; no PSUs or performance metrics disclosed for directors’ equity awards .
Other Directorships & Interlocks
| Relationship | Detail | Conflict Assessment |
|---|---|---|
| Public board interlock | Mineralys Therapeutics (Audit Chair) | Different therapeutic area; no related-party transactions disclosed; low direct conflict |
| Executive role | President & CFO, Flare Therapeutics (private) | Time commitment monitored via attendance; no CMPS transactions disclosed with Flare; low conflict |
Expertise & Qualifications
- Audit committee financial expert (SEC definition) and financially sophisticated (Nasdaq) .
- Deep finance and strategy leadership across biopharma and capital markets (Allergan, Syndax, Goldman Sachs, JPMAM) .
- Degrees: BS/MS (MIT) and MBA (Harvard) .
Equity Ownership
| Metric | As of Date | Value |
|---|---|---|
| Beneficial ownership (ADSs) | Apr 14, 2025 | 11,556 ADSs; <1% of shares outstanding |
| Options exercisable within 60 days | Apr 14, 2025 | 54,889 ADSs underlying options |
| Total options held | Dec 31, 2024 | 78,000 (52,000 initial; 26,000 annual) |
| Unvested options | Dec 31, 2024 | 56,333 |
| Vested but unexercised options | Dec 31, 2024 | 21,667 |
| RSUs | Dec 31, 2024 | None (non-executive directors do not hold RSUs under current policy) |
| Ownership guidelines | None for non-executive directors | |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Insider Trades
- Form 4 transactions were attempted via insiders tool; retrieval failed due to authorization error. No Form 4 transactions are disclosed in the proxy for Karydas; will update if filings appear (policy prohibits hedging/pledging) .
Governance Assessment
- Board effectiveness: As Audit and Risk Committee Chair, Karydas meets SEC/Nasdaq financial expertise standards; committee met 5x in 2024 and oversees financial reporting, internal controls, cybersecurity, and related-party reviews—positive signal for oversight rigor .
- Independence & engagement: Independent status affirmed; 2024 attendance threshold met across directors (≥75%); no related-party transactions with Karydas disclosed—supports investor confidence .
- Compensation alignment: Director pay is modest cash retainer with equity options vesting time-based; 2024 cash $55,500 and option grant fair value $222,040; no performance-linked director equity; no ownership guidelines—neutral alignment; hedging/pledging prohibited—positive alignment .
- Shareholder support: Very strong votes—2025 say-on-pay approved at 99.75%; 2024 Directors’ Remuneration Policy approved at 99.85%; 2024 Directors’ Remuneration Report advisory approval 99.88%—indicates broad shareholder confidence in governance .
- Potential conflicts: External CFO role and other board service create time demands, but attendance metrics and absence of related-party transactions mitigate concerns—monitor ongoing workload. No disclosed conflicts with Mineralys or Flare .
RED FLAGS
- None disclosed specific to Karydas. No related-party transactions, no pledging/hedging, and strong governance credentials. Monitor time commitments given multiple roles (CFO + audit chair on another public board) for potential engagement risk .
Say-on-pay and directors’ remuneration votes indicate robust shareholder support: 99.75% (2025 say-on-pay), 99.85% (2024 remuneration policy), 99.88% (2024 remuneration report) **[1816590_0001816590-25-000051_cmps-20250428.htm:55]** **[1816590_0001816590-25-000051_cmps-20250428.htm:91]**.
