Barry Shin
About Barry Shin
Barry Shin, J.D., M.B.A., age 53, is Chief Financial Officer and principal financial officer of Compass Therapeutics, Inc., appointed effective December 9, 2024. He brings 20+ years of biopharma finance experience spanning public-company executive roles, investment banking (Mizuho, Guggenheim, Piper Sandler), and corporate law; he holds a B.Sc. and joint J.D./M.B.A. from the University of Toronto . He joined Compass in December 2024 and was listed as an executive officer in the 2025 proxy . Company performance context: Compass reported minimal revenue and negative EBITDA in FY 2024 as a clinical-stage biotech (see table below; values from S&P Global).*
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | —* | $850,000* |
| EBITDA ($USD) | -$49,664,000* | -$56,036,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trevena, Inc. (OTC: TRVN) | EVP, COO & CFO (promoted Feb 2024); previously SVP & CFO (Jun 2019–Feb 2024) | 2019–2024 | Public-company finance leadership across FP&A, capital markets, and commercial planning for CNS portfolio . |
| Mizuho Securities | Managing Director, Healthcare Investment Banking | n/d | Advised life science issuers on capital markets and M&A . |
| Guggenheim Securities | Managing Director, Healthcare Investment Banking | n/d | Strategic and financing transactions for biotech clients . |
| Piper Sandler | Healthcare Investment Banking (progressive roles) | n/d | Corporate finance advisory for healthcare issuers . |
| Corporate attorney | Counsel to healthcare/technology companies on financing and M&A | n/d | Legal advisory foundation for transactions and governance . |
External Roles
- No external public-company directorships disclosed for Mr. Shin in company filings reviewed .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary | $475,000 | $480,000 (effective Jan 1, 2025) | CFO start Dec 9, 2024 . |
| Target annual bonus (% of salary) | 45% | 45% | Eligibility per Employment Agreement. |
| Actual cash bonus paid | $50,000 (sign-on) | Special one-time $50,000 bonus approved for 2025 | 2024 bonus reflects sign-on; not performance payout. |
| Other benefits | 401(k) with 6% company match (as of Jan 1, 2024); standard employee benefits | 401(k), benefits | Applies company-wide. |
Performance Compensation
- Company-wide bonus framework: For FY 2024, the Board determined corporate goals were achieved at 125% and calibrated annual bonuses accordingly (with individual adjustments). Mr. Shin’s 2024 “bonus” was a sign-on, not a performance payout; his performance bonus eligibility begins under the standard plan thereafter .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| FY 2024 Corporate Goals (company-wide) | n/d | 100% | 125% achieved | Company-calibrated; individual adjustments | Paid after year-end; Mr. Shin’s 2024 bonus was sign-on . |
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025): 15,627 shares; less than 1% of shares outstanding (138,282,498) .
- Outstanding and unvested awards at 12/31/2024: Options (400,000 unexercisable at $1.65 strike); RSUs (400,000 unvested) . Additional 250,000 options granted Feb 11, 2025, vesting monthly over 48 months (exercise price not specified in proxy for this grant) .
- Pledging/hedging: Insider trading policy prohibits short sales and derivative transactions; margin/pledge arrangements are highlighted as risky (pledging requires careful consideration and may need committee approval for derivatives) .
| Ownership detail | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 15,627 (<1%) | As reported in Principal Stockholders table. |
| Options – exercisable (12/31/2024) | 0 | 2024 grant has 1-year cliff. |
| Options – unexercisable (12/31/2024) | 400,000 at $1.65; exp. 12/9/2034 | 25% vests at 1-year, then monthly over 36 months . |
| RSUs – unvested (12/31/2024) | 400,000 | 25% vests annually over four years . |
| Additional options (2/11/2025) | 250,000 (time-based) | Vest monthly over 48 months (exercise price not disclosed in proxy) . |
| Lock-up (Aug 2025 financing) | Signed 60-day lock-up; permits only limited exceptions (e.g., tax withholding on net exercises; 10b5-1 may be established but no sales during lock-up) | Reduces near-term selling pressure post-offering. |
Equity Award Detail (Grants and Vesting)
| Grant date | Instrument | Shares | Exercise price | Vesting | Expiration | Grant date fair value |
|---|---|---|---|---|---|---|
| 12/9/2024 | Stock options | 400,000 | $1.65 | 25% at 1-year anniversary; balance monthly over 36 months | 12/9/2034 | $481,254 (2024 option grant fair value) |
| 12/9/2024 | RSUs | 400,000 | n/a | 25% annually over 4 years | n/a | $660,000 (2024 stock award fair value) |
| 2/11/2025 | Stock options | 250,000 | n/d | Monthly over 48 months | n/d | n/d |
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | CFO effective Dec 9, 2024; principal financial officer . |
| Base salary and target bonus | $475,000 salary; 45% target bonus at hire; raised to $480,000 effective Jan 1, 2025; special one-time $50,000 2025 bonus . |
| Sign-on | $50,000 sign-on bonus (service-conditioned) . |
| Equity on hire | 400,000 options at $1.65; 400,000 RSUs; standard time-based vesting . |
| Additional equity | 250,000 options granted Feb 11, 2025; time-based monthly vesting . |
| Severance (non‑CIC) | If terminated without Cause or resigned for Good Reason outside CIC window: 9 months base salary continuation plus up to 9 months COBRA reimbursement; prior-year earned bonus if termination occurs in Q1 . |
| Severance (CIC, double-trigger) | If terminated without Cause or resigned for Good Reason within 12 months after a Change in Control: lump sum equal to 12 months base salary + 12 months target bonus + prorated target bonus for year of termination + prior-year earned bonus if terminated in Q1; up to 12 months COBRA; full acceleration of time-based equity . |
| 280G treatment | “Best net” cutback—payments reduced to avoid excise tax if beneficial (no gross-up) . |
| Clawback | Incentive compensation recoupment policy tied to financial restatements for the prior 3 completed fiscal years . |
| Restrictive covenants | Separate Invention, Non-Competition and Non-Disclosure Agreement incorporated; confidentiality, non-competition, non-solicit terms apply (durations not disclosed in 8-K text) . |
| Indemnification | Company to enter into standard indemnification agreement with Mr. Shin . |
Compensation Structure Analysis
- Cash vs equity mix (2024): Majority equity (RSUs $660k; options $481k) with only $29.7k salary accrued (partial year) and a $50k sign-on; indicates strong equity-based alignment from the outset .
- Shift in 2025: Maintains at-risk structure with added 250k time-based options; no performance-based equity (PSUs) disclosed; time-based vesting dominates (lower risk than performance-vested shares) .
- Incentive calibration: Company achieved 125% of 2024 goals, but Mr. Shin’s listed 2024 “bonus” is sign-on, not performance; 2025 special cash bonus adds some guaranteed cash .
- Repricing/modification: Company issued special option grants in Aug 2024 (before Shin joined) due to underwater options (CEO excluded), reflecting retention focus across workforce .
Risk Indicators & Red Flags
- Hedging/derivatives: Explicitly prohibited; pledging/margin flagged as risky and subject to restrictions/approvals (mitigates misalignment risk) .
- Legal proceedings: None material involving executive officers disclosed .
- Say‑on‑pay: Not required as an Emerging Growth Company; thus limited direct shareholder feedback via advisory vote .
Say‑on‑Pay & Peer Group
- Say‑on‑pay history: Not applicable—Company is an “emerging growth company” and not required to conduct advisory votes on NEO compensation .
- Compensation peer group: Not disclosed in the 2025 proxy (scaled EGC disclosure) .
Equity Selling Pressure and Vesting Cadence
- Near-term vesting events: First cliff vest for 12/9/2024 grants occurs on the first anniversary of grant (25% of options and 25% of RSUs), with monthly vest thereafter for options; additional 2/11/2025 options vest monthly over 48 months .
- Trading constraints: Corporate insider policy and pre-clearance windows apply; August 2025 financing imposed a 60-day lock-up signed by executive officers, limiting near-term discretionary sales post-offering .
Performance & Track Record
- Education/credentials: B.Sc.; joint J.D./M.B.A., University of Toronto .
- Prior operating impact: Public-company CFO/COO experience at Trevena with capital markets background (Mizuho, Guggenheim, Piper Sandler); legal training supports governance and transactions .
- Company operating scale: Clinical-stage with minimal revenues and negative EBITDA (see table in “About” above; values from S&P Global).*
Investment Implications
- Alignment: Significant equity grants (RSUs + options) with time-based vesting provide retention hooks and align upside with shareholders; no tax gross-up and a standard recoupment policy are shareholder-friendly .
- Retention risk: Cash severance outside CIC is 9 months base—moderate protection for a CFO; strong equity overhang (cliff + monthly vesting) supports retention into and through 2025–2026 .
- Selling pressure: Initial 1-year cliffs and August 2025 lock-up reduce early selling; watch for liquidity events tied to (i) first‑anniversary vests and (ii) expiration of financing lock-up; trading subject to policy windows .
- Ownership: Beneficial ownership <1%; while personal stake is modest as of Mar 31, 2025, unvested time-based equity creates future exposure; no pledging/hedging permitted under policy, mitigating misalignment .
Citations: Executive bio and appointment ; compensation structures and outcomes ; equity awards and vesting ; insider policy ; beneficial ownership ; lock-up .