Robert McQuade
About Robert McQuade
Robert McQuade, Ph.D. (age 68) is an independent director of COMPASS Pathways plc (CMPS) serving since April 2020, with deep pharmaceutical R&D, clinical development, and regulatory experience from senior roles at Otsuka and prior work at Schering-Plough and Bristol-Myers Squibb; he holds a biology degree from Davidson College and a Ph.D. in biochemistry from the University of North Carolina at Chapel Hill . He is currently a member of CMPS’s Audit & Risk Committee and chairs the Scientific Committee; the Board has determined he is independent under Nasdaq and SEC standards . CMPS reported all directors met at least 75% attendance of Board and committee meetings in 2024, and McQuade is a Class II director up for re-election in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otsuka Pharmaceutical Development & Commercialization, Inc. | EVP & Chief Strategic Officer | 2004–2023 | Led strategic initiatives across clinical development and regulatory affairs |
| McQuade Center for Strategic Research and Development LLC | Chairman, Management Committee; Officer until 2023 | 2020–present (Chair); 2020–2023 (Officer) | Oversight of strategic R&D investments; affiliated shareholding in CMPS via MC SRD |
| Schering-Plough Corp. | Drug Discovery Research | Prior to Otsuka | Preclinical and discovery research contributions |
| Bristol-Myers Squibb Company | Global Medical Affairs | Prior to Otsuka | Global medical affairs leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Otsuka America Pharmaceutical, Inc. | Director | Current | Otsuka-related board seat |
| Astex Pharmaceutical, Ltd. | Director | Current | Otsuka-related board seat |
| Visterra, Inc. | Director | Current | Otsuka-related board seat |
| Otsuka Pharmaceutical Development & Commercialization, Inc. | Director | Current | Otsuka-related board seat |
| McQuade Center for Strategic Research and Development LLC | Chairman, Management Committee | Current | Otsuka-affiliated R&D vehicle |
| The Technology Accelerator Co. (Charleston, SC) | Director | Current | Technology venture oversight |
Board Governance
- Independence: The Board determined all current directors other than the CEO are independent; McQuade is independent .
- Committee assignments: Audit & Risk Committee member; Scientific Committee Chair .
- Board structure: Separate Chair and CEO; independent Chair oversees executive sessions of independent directors .
- Attendance/engagement: All directors met at least 75% attendance at Board and committee meetings in 2024 .
- Classification/tenure: Class II director; on Board since April 2020; nominated for re-election in 2025 (term to 2028 if elected) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $60,750 | Reflects Board and committee service; policy includes cash retainers for Board member, Audit & Risk Committee member, and Scientific Committee chair . |
| Relevant Fee Schedule (effective 4/1/2024) | Board member $40,000; Audit & Risk Committee member $9,000 (to $10,000 from AGM in June); Scientific Committee chair $12,000 | Company converted Chair fees to USD and increased selected committee fees; fees reviewed for competitiveness . |
Performance Compensation
| Grant Date | Instrument | Number of ADS Options | Strike Price | Vesting Schedule | Expiry |
|---|---|---|---|---|---|
| 9-May-2024 | Option | 26,000 | $8.54 | Vests in full upon earlier of 1-year anniversary or 2025 AGM (annual director grant convention) | 8-May-2034 |
| 2-Jun-2023 | Option | 26,000 | $7.88 | Vests upon earlier of 1-year anniversary or 2024 AGM | 1-Jun-2033 |
| 16-Jun-2022 | Option | 17,000 | $9.41 | Vests upon earlier of 1-year anniversary or 2023 AGM | 15-Jun-2032 |
| 1-Oct-2021 | Option | 12,000 | $29.87 | Director-join grants vest in 36 equal monthly installments over 3 years | 30-Sep-2031 |
| 23-Nov-2020 | Option | 21,584 | $33.83 | Standard option vesting per plan | 22-Nov-2030 |
| Aggregate 2024 Option Award Fair Value | $222,040 | Grant-date fair value per ASC 718 (not economic value realized) | — | — | — |
Vesting conventions for non-executive director annual grants (2021–2024): vest in full at earlier of one-year anniversary or next AGM; director initial grants vest monthly over 36 months .
Other Directorships & Interlocks
| Organization | Relationship to CMPS | Potential Interlock/Signal |
|---|---|---|
| Otsuka-related entities (multiple listed above) | None disclosed as related-party transactions with CMPS in 2023–2025 period | Affiliation with a large pharmaceutical group active in neuropsychiatry may create perceived conflicts if Otsuka becomes a CMPS partner or competitor; CMPS’s Audit & Risk Committee oversees related-party transactions under a formal policy . |
| McQuade Center for Strategic Research and Development LLC | Holds 1,594,677 CMPS ADSs; McQuade may be deemed to have voting/investment power but disclaims beneficial ownership | Significant affiliated ownership aligns interests but warrants monitoring of recusal practices on decisions affecting MC SRD . |
Expertise & Qualifications
- Clinical development and regulatory affairs expertise; senior strategic leadership at Otsuka; prior discovery and medical affairs roles at Schering-Plough and Bristol-Myers Squibb .
- Scientific credentials: biology (Davidson College) and Ph.D. in biochemistry (UNC Chapel Hill) .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Total beneficial ownership (ADSs) | Apr 14, 2025 | 1,697,261 (1.83% of 92,849,501 shares outstanding) |
| Breakdown – MC SRD LLC | Apr 14, 2025 | 1,594,677 ADSs held by McQuade Center; McQuade may be deemed to have voting/investment power; disclaims beneficial ownership |
| Options exercisable within 60 days | Apr 14, 2025 | 102,584 ADS options (held by McQuade; for benefit of MC SRD per footnote) |
| Beneficial shares (Director-level statement) | Dec 31, 2024 | 1,671,261 ADSs; includes 1,594,677 held by MC SRD |
| Option position (total) | Dec 31, 2024 | 102,584 ADS options |
| Vested vs unexercised options | Dec 31, 2024 | 76,584 vested but unexercised; 26,000 unvested |
| Pledging/Hedging | Policy | Hedging/pledging prohibited for non-employee directors under Insider Trading Policy; no pledging disclosed |
Fixed vs Performance Compensation Mix (Director)
| Year | Cash Fees (USD) | Equity Option Fair Value (USD) | Total (USD) |
|---|---|---|---|
| 2024 | $60,750 | $222,040 | $282,790 |
Governance Assessment
- Strengths: Independent status; chairs Scientific Committee and serves on Audit & Risk, indicating strong technical and oversight involvement; attendance expectations met; Board separates Chair/CEO and holds executive sessions of independents . Shareholder support for executive compensation (say-on-pay) was 99.75% in 2024, a positive sentiment indicator .
- Alignment: Significant affiliated ownership via MC SRD (1.59M ADSs) alongside personal option holdings suggests material exposure to CMPS equity outcomes . Company does not have director stock ownership guidelines for non-executives, but prohibits hedging/pledging, supporting alignment .
- Potential conflicts and controls: Multiple Otsuka-related directorships present potential perceived conflicts if CMPS and Otsuka transact; no such transactions disclosed in 2023–2025; CMPS maintains a formal related-party transaction policy overseen by the Audit & Risk Committee, mitigating conflict risk . Significant MC SRD ownership requires vigilant recusal practices where appropriate (footnote disclosures acknowledge disclaimed beneficial ownership) .
- Compensation structure: Director pay emphasizes equity options alongside modest cash retainers; annual director option grants vest fully by next AGM or one-year anniversary, reinforcing retention and at-risk orientation; fair values reflect accounting cost, not realized value .
RED FLAGS: None disclosed in filings regarding legal proceedings, SEC investigations, related-party transactions involving McQuade, hedging/pledging, or low say-on-pay outcomes; monitor Otsuka interlocks and MC SRD ownership for any future related-party exposure .
