Thomas Schuetz
About Thomas J. Schuetz
Chief Executive Officer and Vice Chairman of the Board at Compass Therapeutics since May 28, 2024 (CEO previously 2014–Jan 2024; Director since 2014). Age 64; education: B.S. Chemistry (Xavier), M.D. (Harvard Medical School), Ph.D. Genetics (Harvard University); trained at Massachusetts General Hospital (chief medical resident) and medical oncology fellowship at Dana-Farber Cancer Institute . Not independent as a director; the Chair role is separated from CEO, with Schuetz serving as Vice Chair to assist board oversight .
Company performance context (development-stage biotech):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | — | $0.85 million* |
| EBITDA ($USD) | $(49.7) million* | $(56.0) million* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OrbiMed Advisors LLC | Venture Partner; co-founded Compass while at OrbiMed | Not disclosed | Co-founded Audentes Therapeutics; participated in investments (Enobia, Relypsa, Arteaus) and served on boards; multiple successful exits |
| Therion Biologics Corporation | Chief Medical Officer | Not disclosed | Cancer vaccine development leadership |
| Transkaryotic Therapies | Vice President, Clinical Affairs | Not disclosed | Clinical strategy at a company later acquired by Shire |
| Massachusetts General Hospital | Chief Medical Resident | Not disclosed | Clinical leadership training |
| Dana-Farber Cancer Institute | Medical Oncology Fellow | Not disclosed | Oncology specialization |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Audentes Therapeutics | Director | Until acquisition by Astellas | Gene therapy company exit |
| Enobia Pharma | Director | Until acquisition by Alexion (2011) | OrbiMed investment; successful exit |
| Relypsa | Director | Until acquisition by Galenica (2016) | OrbiMed investment; successful exit |
| Arteaus Therapeutics | Director | Until acquisition by Eli Lilly (2014) | OrbiMed investment; successful exit |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|
| Base Salary ($) | $575,000 | $575,000 | $630,000 |
| Target Bonus (%) | Not disclosed | 50% | 55% |
| Actual Cash Bonus ($) | $244,375 | $400,000 | — |
| Other Compensation ($) | $16,500 (401k match) | $19,800 (401k match) | — |
Multi-year total compensation:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | $575,000 | $244,375 | $1,965,000 | $2,072,331 | $16,500 | $4,873,206 |
| 2024 | $575,000 | $400,000 | $1,230,375 | $867,882 | $19,800 | $3,093,057 |
Notes:
- Company achieved 125% of its 2024 corporate goals, and bonuses were calibrated accordingly .
- In August 2024 the Board approved special option grants to realign incentives for employees and executives due to “underwater” options; the CEO was excluded from these special grants .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual corporate goals (composite) | Not disclosed | 100% | 125% achievement | $400,000 2024 cash bonus | N/A |
| RSUs (time-based) | N/A | 25% per year over 4 years | Time-based | Included in stock awards ($1,230,375 in 2024) | 25% annually on grant anniversary |
| Options (time-based) | N/A | Monthly vest over 48 months | Time-based | Included in option awards ($867,882 in 2024) | Monthly over 48 months |
Clawback: Incentive compensation recoupment policy applies to executive officers for 3 prior fiscal years upon a restatement due to material noncompliance with financial reporting requirements .
Equity Ownership & Alignment
- Beneficial ownership: 8,311,490 shares (5.9% of outstanding) .
- Breakdown: 5,592,700 common shares plus 2,718,790 options exercisable within 60 days of March 31, 2025 .
- Policy on trading, derivatives, and pledging risk: Insider trading policy prohibits short sales and derivative transactions (puts, calls, or derivatives that provide economic equivalent of ownership) without Audit Committee approval; policy notes risk from margin accounts or pledged securities potentially forcing sales at restricted times .
- Equity plan evergreen: 2020 Plan increases annually by 4% of outstanding shares; 5,512,810 shares added on Jan 1, 2025 .
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | RSUs Unvested (#) | RSUs Mkt Value ($) |
|---|---|---|---|---|---|---|---|
| 08/06/2020 | Options | 500,000 | — | 5.00 | 08/06/2030 | — | — |
| 12/22/2020 | Options | 250,000 | — | 5.00 | 12/22/2030 | — | — |
| 02/09/2021 | Options | 670,856 | 29,144 | 5.00 | 02/09/2031 | — | — |
| 11/16/2021 | RSUs | — | — | — | — | 150,000 | $217,500 |
| 02/18/2022 | Options | 495,856 | 204,144 | 2.40 | 02/18/2032 | — | — |
| 02/08/2023 | Options + RSUs | 320,848 | 379,152 | 3.93 | 02/08/2033 | 375,000 | $543,750 |
| 01/09/2024 | Options + RSUs | 146,091 | 491,409 | 1.93 | 01/09/2034 | 637,500 | $924,375 |
Additional awards approved in 2025:
- 02/11/2025: Options for 1,500,000 shares at $3.65 strike; monthly vesting over 48 months .
Vesting mechanics:
- Options: monthly over 48 months from grant date .
- RSUs: 25% annually over four years on grant anniversaries .
- At 12/31/2024, fair market value $1.45 was used to determine RSU market values; the Board disclosed options were “underwater” for many employees .
Stock ownership guidelines: Not disclosed in proxy. Pledging/hedging: No pledging reported; derivatives and short sales prohibited per policy .
Employment Terms
- At-will employment; eligible for broad employee benefit programs .
- 2024 base salary $575,000; target bonus 50%; 2025 base salary increased to $630,000; target bonus 55% .
- 2024 equity awards: 637,500 options at $1.93 strike plus 637,500 RSUs; 2025 equity award: 1,500,000 options at $3.65 strike .
- Severance (non–change-in-control termination by Company without Cause or by executive for Good Reason): 12 months base salary continuation and up to 12 months Company-paid COBRA .
- Change-in-Control (termination within 12 months): Lump sum equal to 15 months base salary plus target bonus for the period, prior-year unpaid bonus if terminated in Q1, pro-rated current-year target bonus; up to 15 months COBRA; full acceleration of unvested time-based stock awards; subject to release .
- Clawback policy covers excess incentive compensation in event of restatement due to material noncompliance .
Board Governance
- Director class and term: Class III, term expires at the 2026 annual meeting .
- Role: Vice Chairman of the Board; CEO .
- Independence: Not independent (executive officer) .
- Committee memberships: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees (chairs/members are independent directors) .
- Board leadership: Chair separated from CEO (Chair: Carl L. Gordon); Vice Chair role established to assist oversight .
- Attendance: Full Board met six times in 2024; each director attended ≥75% of meetings of the Board and committees on which they served .
- Annual meeting vote outcomes (June 11, 2025): Class II directors elected; accounting firm ratified .
Dual-role implications:
- Separation of Chair and CEO mitigates typical CEO/Chair conflict; however, CEO serving as Vice Chair concentrates oversight influence—Board has majority independence and committees comprised of independent directors to offset this .
Compensation Structure Analysis
- Mix shift YoY: 2023 total compensation $4.87 million vs. 2024 $3.09 million (lower equity grant values and option awards in 2024) .
- Equity incentives: Time-based RSUs and options; no disclosure of performance-based equity metrics for CEO. Company-wide special option grants were issued in Aug 2024 to address underwater options; CEO excluded—reduces repricing optics for the CEO but indicates broader retention needs .
- Guaranteed vs at-risk: Base salary increased for 2025; annual bonus tied to corporate goals; RSUs/options remain at-risk (time-based vesting) .
- Clawback adoption and insider trading policy strengthen governance posture .
Risk Indicators & Red Flags
- Underwater options across workforce prompted special grants (retention need) .
- CEO transition in May 2024; prior CEO resignation with consulting arrangement—no disagreements noted .
- No material legal proceedings reported against executive officers .
- Related party/large holders: OrbiMed and other 5% holders; Board independence noted, but chair is an OrbiMed managing partner; independence affirmed by Board under Nasdaq rules .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, Compass is not required to conduct advisory say-on-pay votes .
- 2025 annual meeting: Director elections and auditor ratification passed; detailed vote counts disclosed .
Expertise & Qualifications
- Physician-scientist with 30+ years in oncology drug development and life sciences venture investing; founded Compass to focus on antibody therapeutics based on novel biology and protein engineering .
- Track record of value creation across multiple companies with successful exits (Audentes, Enobia, Relypsa, Arteaus) .
Investment Implications
- Alignment: Schuetz owns 5.9% beneficially with substantial option exposure; time-based vesting suggests periodic potential selling around RSU anniversaries, while options vest monthly—monitor Form 4s near vest dates for selling pressure .
- Retention and incentives: 2025 compensation increase and new option grant align CEO incentives with long-term execution milestones; company-wide special grants underscore retention focus amid prior underwater options .
- Governance: Chair/CEO separation and independent committees mitigate dual-role risk; however, Vice Chair role for CEO warrants attention to oversight rigor .
- Performance linkage: Cash bonuses calibrated to corporate goal achievement (125% in 2024), but lack of disclosed, specific performance metrics for equity awards limits pay-for-performance transparency—engage on adding objective metrics (TSR, clinical milestones) in future plans .
S&P Global disclaimer: Financial values marked with an asterisk (*) were retrieved from S&P Global.