James Boylan

About James P. Boylan

James P. Boylan (age 58 as of April 15, 2025) joined the Compass Therapeutics Board in November 2022 and is a Class II director re‑elected on June 11, 2025 to serve until the 2028 annual meeting . He leads Enavate Sciences (a Patient Square Capital portfolio company) since May 2022; previously President and Head of Investment Banking at SVB Leerink (2009–April 2021) and Managing Director, Healthcare Investment Banking at Merrill Lynch (1997–2009). He holds an M.B.A. in finance from Columbia Business School and a B.S. in finance from Lehigh University . The Board determined he is independent under Nasdaq and SEC rules (all non‑employee directors except the CEO) .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee member; committee chaired by Richard S. Lindahl; Boylan replaced Mary Ann Gray in March 2024. Compensation Committee is chaired by Carl L. Gordon; Nominating & Corporate Governance Committee chaired by Philip Ferneau (Boylan not listed on these) .
• Independence: Board determined all non‑employee directors, including Boylan, are independent under Nasdaq and SEC rules; Audit, Compensation, and Nominating committees comprise independent members .
• Attendance: Full Board met six times in 2024; each director attended ≥75% of board and relevant committee meetings, and all directors attended the 2024 annual meeting . Audit Committee met four times in 2024; each then‑current member attended ≥75% .
• Audit Committee report signatories: Richard Lindahl (Chair), James Boylan, Ellen Chiniara .
• Shareholder support: Re‑elected with 83,645,920 “For” votes, 1,256,093 “Withheld” (broker non‑votes 29,432,541) .

Fixed Compensation

• Standard director cash retainers implemented in 2024: Annual director retainer $45,000; Chair of Board $15,000; Audit Chair $10,000; membership fees $5,000 per committee (Audit, Compensation, Nominating) .
• 2024 actual cash fees (Boylan): $48,750; per footnote, “cash payable to the directors were made to the funds which they represent” for certain directors (including Boylan) .

Performance Compensation

• Equity grant standards for non‑employee directors: 50,000‑share stock option at initial appointment; annual target grant of 40,000‑share options for existing directors; vest in substantially equal monthly installments over four years following grant; grants approved by full Board .
• 2024 option award (Boylan): grant‑date fair value $57,170 (FASB ASC 718) .
• Stock awards: No RSU/stock awards issued to directors in 2024 or 2023 .
• Unexercised options held by Boylan (12/31/2024): 40,000 .
• Exercisable within 60 days of March 31, 2025: options to purchase 14,178 shares included in Boylan’s beneficial ownership footnote .

No director performance metrics (TSR, EBITDA, ESG) are disclosed for director compensation; director equity is time‑based options without disclosed performance hurdles .

Other Directorships & Interlocks

• Enavate Sciences/Patient Square interlock: Enavate invested in CMPX’s November 2022 PIPE and was granted the right to appoint one director; CMPX appointed Boylan (Enavate’s CEO) as a Class II director on Nov 2, 2022 .
• Beneficial ownership grouping: Enavate Sciences GP, LLC (and affiliates) reported 7,788,150 shares (5.6%) via Schedule 13D; governance described includes the Holdings Board (Jim Momtazee, Neel Varshney, Laura Furmanski, and James P. Boylan) making voting/investment decisions, with each member disclaiming beneficial ownership. Boylan’s personal options exercisable within 60 days were 14,178 shares .
• Board considered directors’ associations with 5% holders in its independence determinations .

Expertise & Qualifications

• 25+ years advising life sciences and biotech companies on strategy and transactions (capital markets, M&A), bringing capital markets and deal execution expertise to CMPX .
• Finance education and sector experience (Columbia MBA; Lehigh BS) .
• Current public company board experience across multiple biotech issuers (IMNM, ZBIO, CAMP), adding external perspectives on R&D governance and market dynamics .

Equity Ownership

• Shares outstanding basis: 138,282,498 shares as of March 31, 2025 .
• Boylan beneficial ownership: 7,802,328 shares; 5.6% of outstanding (includes options exercisable within 60 days and group relationships as described) .
• Options: Unexercised options 40,000 as of Dec 31, 2024 ; options exercisable within 60 days of Mar 31, 2025: 14,178 .
• Pledging/hedging: Company insider trading policy prohibits short sales and derivative transactions; pledging requires Audit Committee approval, reducing alignment risk .

Governance Assessment

• Strengths:

  • Independence affirmed despite association with a 5% holder; all committee assignments comply with Nasdaq/SEC independence standards .
  • Active Audit Committee member and signatory on Audit Committee report; committee met four times, with ≥75% attendance by members .
  • Strong shareholder support in 2025 re‑election (83.6M For; 1.26M Withheld), indicating investor confidence .
  • Insider trading policy explicitly restricts hedging/pledging and derivatives; reduces alignment risk .

• Potential conflicts and risk indicators:

  • Enavate/Patient Square appointment via PIPE and Boylan’s role on Enavate’s Holdings Board that exercises voting/dispositive power over CMPX shares used in Schedule 13D may create perceived conflicts, especially in capital raising, strategic transactions, or related‑party contexts .
  • Cash director fees paid to funds represented by certain directors (including Boylan) could reinforce perceived investor‑representative alignment rather than individual director alignment, though common in venture‑backed governance .
  • No related‑party transactions >$120,000 since Jan 1, 2022 other than compensation arrangements and the disclosed PIPE/investor appointment, mitigating direct self‑dealing concerns .

• Mitigants:

  • Audit Committee chartered to review/approve related‑person transactions with detailed criteria; Board acknowledges and evaluates associations with 5% holders in independence determinations .
  • Director equity is time‑based options with long vesting horizons; meaningful beneficial ownership suggests alignment with shareholders .

RED FLAGS to monitor:

• Future transactions involving Enavate/Patient Square or their affiliates that could trigger related‑party scrutiny; ensure robust Audit Committee review and transparent disclosures .
• Any pledging or hedging exceptions granted by the Audit Committee (policy prohibits absent approval) .
• Changes in director equity award design (repricing, accelerated vesting) or deviations from standard option vesting .
• Committee shifts or attendance deterioration (Board reported ≥75% attendance in 2024) .

Director Compensation (Reference)

No director stock awards in 2024; option award values reflect ASC 718 fair value at grant .

Committee Structure (Reference)