Philip Ferneau
About Philip J. Ferneau
Philip J. Ferneau, M.B.A., J.D., is an independent director at Compass Therapeutics (CMPX) and has served on the board since 2015. He is co-founder and Managing Partner of Borealis Ventures (healthcare-focused VC) since 2002, with prior and current involvement in numerous biotech investments; he holds an A.B. from Dartmouth College, a J.D. from the University of Virginia School of Law, and an M.B.A. (with High Distinction) from the Tuck School of Business at Dartmouth . As of April 15, 2025, he is age 63; his tenure on CMPX’s board is ~10 years, and the board has determined he is independent under Nasdaq rules (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compass Therapeutics, Inc. | Director (Class II) | 2015–present | Nominating & Corporate Governance Committee Chair; Compensation Committee member |
| Borealis Ventures | Co-founder; Managing Partner | 2002–present | Leads healthcare investments; responsible for prior notable exits (e.g., Avedro, Avitide, GlycoFi) |
External Roles
| Organization | Role/Capacity | Tenure | Notes |
|---|---|---|---|
| Borealis portfolio companies (e.g., Adimab, Triveni Bio, Ankyra Therapeutics, Evox, Orbit Discovery, Ovation.i.o, Teckro, T‑Cypher Bio) | Leads investments (Borealis) | Current | Reflects sector expertise; roles described as investment leadership, not necessarily board seats |
Board Governance
- Independence: The board determined all directors other than the CEO (Thomas J. Schuetz) are independent under Nasdaq rules; this includes Mr. Ferneau .
- Committee assignments: He chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee; he is not on the Audit Committee .
- Committee activity and attendance:
- Board met 6 times in 2024; each director attended ≥75% of board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee met 4 times (2024); members attended ≥75% (Audit Committee financial expert: Richard S. Lindahl) .
- Compensation Committee met 4 times (2024); members attended ≥75% .
- Nominating & Corporate Governance Committee met 3 times (2024); members attended 100% .
- Board leadership and risk oversight: Chairman role (separate from CEO) held by Carl L. Gordon; CEO serves as Vice Chairman; risk oversight is conducted primarily through board committees with regular reporting to the full board .
- Insider trading/hedging/pledging policy: Prohibits short sales and derivative transactions; pledging requires Audit Committee advance approval; policy aimed at alignment and compliance .
- Say‑on‑pay: As an emerging growth company, CMPX is not required to conduct say‑on‑pay votes; scaled disclosures apply .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual director cash retainer | $45,000 (paid quarterly) | |
| Committee membership fees | $5,000 per committee (Audit, Compensation, Nominating) | |
| Nominating & Corporate Governance Chair fee | Not specified beyond membership fee in 2024 director fee schedule | |
| Ferneau – 2024 cash fees actually paid | $55,000 (consistent with $45k director retainer + $5k Comp + $5k Nominating) | |
| Payment recipient | “Cash payable to the directors were made to the funds which they represent.” (applies to relevant directors) |
Notes: Compensation Committee reviews and recommends director compensation; board approves .
Performance Compensation
| Instrument | Grant Policy/Target | 2024 Grants (Ferneau) | Vesting | Fair Value | Source |
|---|---|---|---|---|---|
| Non‑employee director stock options | New directors: 50,000 options; Annual target: 40,000 options; vest monthly over 4 years | Option award granted in 2024 (FASB ASC 718 fair value) | Monthly over 48 months | $45,683 | |
| Unexercised options as of 12/31/2024 | — | 120,000 options outstanding (Ferneau) | — | — | |
| 2025 Form 4 (post‑year) | Feb 11, 2025 grant: 40,000 options at $3.65 strike | 40,000 options | Vests over 48 monthly installments starting Mar 11, 2025 | — |
Notes: No 2024 stock awards were issued to directors; equity compensation consisted of options .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other current public company directorships (Ferneau) | None disclosed in CMPX proxy . |
| Investor affiliations on CMPX board | - Carl L. Gordon (Chairman) is Managing Partner at OrbiMed; OrbiMed beneficially owned ~16.2% as of 3/31/2025 (subsequently reduced via April 2025 sales) .<br>- James P. Boylan is associated with Enavate; Enavate entities beneficially owned ~5.6% . |
| Related‑party transactions | None >$120,000 since 1/1/2022 other than compensation and noted transactions; policy requires Audit Committee approval for related‑person transactions . |
Expertise & Qualifications
- Sector expertise: Extensive investment and life sciences industry experience through Borealis Ventures; prior involvement with companies that went public or were acquired (e.g., Avedro, Avitide, GlycoFi) .
- Education: A.B. (Dartmouth), J.D. (University of Virginia), M.B.A. with High Distinction (Tuck School of Business at Dartmouth) .
- Board‑stated rationale: Investment acumen and life sciences experience qualify him for CMPX board service .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 467,801 shares; “<1%” of outstanding (138,282,498 shares outstanding as of 3/31/2025) | |
| Composition (indirect and options) | 400,280 shares owned by Vox Health Fund, L.P.; plus options to purchase 67,521 shares exercisable within 60 days of 3/31/2025; Borealis Granite Fund, L.P. holds 2,348,976 shares (disclaimed except to pecuniary interest) | |
| Options outstanding (12/31/2024) | 120,000 unexercised options | |
| New option grant (2/11/2025) | 40,000 options at $3.65; vest over 48 months (monthly) beginning 3/11/2025 | |
| Pledging/hedging | Company policy prohibits short sales and derivative transactions; pledging requires prior Audit Committee approval; no pledging by Ferneau disclosed in proxy |
Governance Assessment
- Positives for investor confidence
- Independent director with sector‑relevant VC expertise; chairs Nominating & Corporate Governance and serves on Compensation, indicating meaningful governance influence .
- Strong attendance (board and committees) and full board participation at annual meeting in 2024 .
- No related‑party transactions involving Ferneau above disclosure thresholds; formal related‑party policy in place .
- Anti‑hedging/anti‑short policy and stringent pledging controls, reducing misalignment risk .
- Watch items / RED FLAGS
- Investor‑affiliated board: Multiple directors connected to significant shareholders (OrbiMed, Enavate), which can raise perceived conflicts despite independence determinations; requires continued vigilance on conflict management and committee independence .
- Cash fees for certain directors are paid to the funds they represent, which may dilute personal cash alignment signals; equity option grants partially mitigate this .
- As an EGC, CMPX does not conduct say‑on‑pay votes, reducing a direct shareholder feedback mechanism on pay practices .
- Company approved “special” equity option grants for executives and employees in Aug 2024 due to underwater options, a practice that warrants scrutiny from the Compensation Committee (of which Ferneau is a member) for alignment and potential dilution overhang .
Director Compensation (Ferneau, 2024)
| Metric | 2024 | Source |
|---|---|---|
| Fees earned or paid in cash | $55,000 | |
| Stock awards (RSUs) | $0 (no stock awards issued in 2024) | |
| Option awards (grant‑date fair value) | $45,683 | |
| Total | $100,683 | |
| Unexercised options at 12/31/2024 | 120,000 |
Additional notes: Standard non‑employee director equity policy targets 40,000 options annually, vesting monthly over 4 years; options are the principal equity component for directors .
Compensation Committee Analysis (context for Ferneau’s role)
- Composition: 2024 members were Carl Gordon, Philip Ferneau, and Ellen Chiniara; no interlocks among Compensation Committee members .
- Responsibilities: Sets executive goals/metrics (corporate goals), recommends CEO and executive compensation, oversees equity plans, reviews director pay, and evaluates advisor independence .
- 2024 actions: Company achieved 125% of 2024 corporate goals per board determination for bonus calibration; special equity option grants approved in Aug 2024 to realign underwater incentives (CEO excluded) .
Insider Trades (Ferneau)
| Date | Type | Security | Amount/Strike | Vesting | Ownership Form |
|---|---|---|---|---|---|
| 02/11/2025 (filed 02/13/2025) | Grant | Stock Options | 40,000 @ $3.65 | 48 monthly installments starting 03/11/2025 | Direct |
| Source: SEC Form 4 . |
Related‑Party Exposure
- CMPX states no related‑party transactions >$120,000 since 1/1/2022 other than compensation and described matters; indemnification agreements are in place; Audit Committee reviews related‑person transactions under formal policy .
- Beneficial ownership footnotes indicate Ferneau’s affiliations with Vox Health Fund, L.P. and Borealis Granite Fund, L.P.; he disclaims beneficial ownership of Borealis Granite Fund shares except to any pecuniary interest; he holds managerial/voting authority over Vox shares via Borealis Capital Partners IV, LLC .
Equity Ownership Guidelines and Clawback
- Director stock ownership guidelines: Not disclosed in proxy .
- Clawback: Company has an incentive compensation recoupment policy applicable to executive officers in the event of certain restatements; not specified for directors .
Summary Signals for Investors
- Board effectiveness: Ferneau’s leadership of Nominating & Governance and service on Compensation support oversight quality; attendance and independence criteria are met .
- Alignment: Option-based director equity and additional 2025 option grant align incentives with shareholders; beneficial holdings are primarily through affiliated funds with disclaimed interests as appropriate .
- Conflicts: Presence of investor‑affiliated directors and fund‑routed cash fees warrant continued monitoring, though CMPX discloses no related‑party transactions and maintains policies aimed at mitigating conflicts .