Philip Breitfeld
About Philip Breitfeld, M.D.
Independent director since April 2016; age 72. Breitfeld is a physician-executive with deep oncology development experience: Chief Medical Officer at Allterum Therapeutics (since Dec 2020), Managing Director of The Breitfeld Group (since Jan 2016), prior senior roles at Quintiles (Global VP leading Oncology Center of Excellence, 2011–2015), Merck KGaA/EMD Serono (led US oncology development), and BioCryst (led oncology development, Associate CMO). Academic posts at Harvard, University of Massachusetts, Indiana University, and Duke; trained in Pediatric Hematology/Oncology at Dana-Farber; visiting scientist at the Whitehead Institute (MIT); MD (University of Rochester), AB in chemistry (Princeton). He is currently a Scientific Advisory Board member at MMS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quintiles | Global VP; led Therapeutic Centers of Excellence; leader, Oncology Center of Excellence | 2011–Dec 2015 | Worked with large, mid-size, emerging biopharma; oncology program leadership |
| Merck KGaA (EMD Serono, US) | Led oncology development (US) | Not disclosed | Clinical development leadership |
| BioCryst | Led oncology development; Associate Chief Medical Officer | Not disclosed | Clinical development leadership |
| Harvard University; Univ. of Massachusetts; Indiana University; Duke University | Academic positions | Not disclosed | 50 publications in cell/molecular biology, translational/clinical oncology |
| Dana-Farber Cancer Institute | Pediatric Hematology/Oncology training | Not disclosed | Clinical training |
| Whitehead Institute (MIT) | Visiting scientist | Not disclosed | Research experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allterum Therapeutics | Chief Medical Officer | Since Dec 2020 | Current |
| The Breitfeld Group | Managing Director | Since Jan 2016 | Founder |
| MMS | Scientific Advisory Board member | Current | Current |
No other public company directorships disclosed for Dr. Breitfeld .
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) .
- Tenure: Director since April 2016 .
- Attendance: Board met 2 times in FY ended Apr 30, 2025; no director fell below 75% attendance of Board and assigned committees .
- Committee memberships: Audit (Scott Tobin—Chair, Joel Ackerman, Daniel Mendelson) ; Compensation (Scott Tobin, Daniel Mendelson) ; Nominating & Corporate Governance (Daniel Mendelson; Robert Brainin—seat to be replaced by an independent member as Brainin becomes CEO) . Dr. Breitfeld is not listed as a member of these committees .
- Lead Independent Director: Dr. David Sidransky served as Lead Director until transitioning to Director on Aug 25, 2025 .
Fixed Compensation (Non-Employee Director – FY ended Apr 30, 2025)
| Component | Amount ($) | Source |
|---|---|---|
| Fees earned or paid in cash | 35,000 | |
| Stock awards | — | |
| Option awards (grant-date fair value under ASC 718) | 51,319 | |
| All other compensation | — | |
| Total | 86,319 |
- Cash vs equity mix: Cash 40.5%, equity options 59.5% (based on grant-date fair value) .
Performance Compensation
| Metric | Disclosure | Notes |
|---|---|---|
| Equity award type | Stock options | Director table reports option awards only |
| Grant date | Not disclosed | Proxy presents aggregate FY values, not grant dates |
| Number of director shares/units granted | Not disclosed | No RSU/PSU disclosure for directors |
| Strike price | Not disclosed | Director option terms not itemized |
| Expiration | Not disclosed | Director option terms not itemized |
| Vesting schedule | Not disclosed | No director vesting detail in proxy |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed | No director performance conditions disclosed |
The proxy does not disclose performance metrics or vesting schedules for non-employee director equity awards. Option award values reflect FASB ASC 718 grant-date fair value .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards (current) | None disclosed for Breitfeld |
| Private/non-profit boards | Scientific Advisory Board at MMS (private), executive role at Allterum Therapeutics |
| Interlocks/potential influence | Battery Ventures affiliates beneficially own ~18.4% via director Scott R. Tobin’s affiliations (BVIX/BIPIX), but this is not an interlock specific to Breitfeld |
Expertise & Qualifications
- Oncology clinical development leadership (Quintiles, Merck KGaA/EMD Serono, BioCryst) .
- Academic and research credentials (Harvard, UMASS, Indiana, Duke; Dana-Farber; Whitehead Institute; ~50 publications) .
- Current CMO and advisory roles (Allterum Therapeutics; MMS SAB) demonstrating continuing engagement with biopharma R&D .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Philip Breitfeld, M.D. | 72,556 | <1% | Includes 62,068 shares issuable via options exercisable or vesting within 60 days of Record Date |
| Shares outstanding (Record Date) | 13,788,421 | — | Reference base for ownership |
- Breakdown: Footnote indicates 62,068 shares attributable to options exercisable/vesting within 60 days; additional share components not itemized in the proxy .
- Pledging/hedging: Not disclosed for directors; the Company maintains an Insider Trading Policy; Section 16 compliance reported as in good standing for all except a late Form 4 for Mr. Brainin (not Breitfeld) in FY 2025 .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company states all directors/officers complied in FY 2025 except Mr. Brainin’s Form 4; no issues disclosed for Breitfeld |
| Recent Form 4 transactions | Not disclosed in proxy for Breitfeld |
Board Governance Signals
- Independence confirmed; no committee memberships disclosed for Breitfeld in FY 2025, limiting direct oversight roles in Audit/Comp/NomGov .
- Board met 2 times in FY 2025; Audit met 4 times, Compensation met 1 time, Nominating/Governance met 1 time, indicating relatively low full-board cadence but active Audit oversight .
- Director compensation for Breitfeld tilts toward options (~60% of total FY director comp), supporting equity alignment, though absolute ownership remains <1% .
Potential Conflicts & Related Parties
- No related-party transactions disclosed involving Breitfeld; the only disclosed director-related transaction pertains to consulting fees to Dr. Sidransky ($12,000 in FY 2025; $36,000 in FY 2024) .
- As CMO of Allterum Therapeutics and principal of The Breitfeld Group, any business dealings with CSBR would require scrutiny; none are disclosed in FY 2025 .
Governance Policies & Shareholder Items
- Clawback: Board adopted an Executive Compensation Clawback Policy on Dec 1, 2023 to comply with SEC Rule 10D-1 and Nasdaq 5608 .
- Insider Trading Policy: Company-wide policy on trading conduct; filed in FY 2025 10-K exhibits .
- Say-on-Pay: FY 2025 proxy includes advisory vote; historical approval percentages not disclosed .
RED FLAGS
- None disclosed specific to Breitfeld: no related-party transactions, no Section 16 compliance issues, no pledging/hedging disclosures implicating him .
- Observations: Not seated on key committees; beneficial ownership <1%—equity alignment exists via options but absolute stake is modest .
Governance Assessment
- Board effectiveness: Breitfeld brings substantial oncology development and clinical expertise beneficial for CSBR’s domain. Independence is affirmed and attendance was adequate per proxy disclosures .
- Oversight/engagement: Lack of committee assignment in FY 2025 reduces direct influence in core governance functions (Audit, Compensation, Nominating/Gov) .
- Alignment: Compensation mix includes cash ($35k) and equity options ($51.3k), but beneficial ownership remains <1%; additional accumulation would strengthen alignment optics .
- Conflicts: No related-party ties disclosed with his external roles; monitoring advisable given ongoing external executive responsibilities, though no transactions are reported for FY 2025 .