Andrew Phillips
About Andrew Phillips
Andrew Phillips, Ph.D., age 54, is an independent Class II director of Enliven Therapeutics (ELVN), serving since the February 23, 2023 merger closing; he is nominated for re‑election through the 2028 annual meeting. He chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee. Phillips is CEO of Aleksia Therapeutics and Nexo Therapeutics (since Aug 2022), a former Managing Director at Cormorant Asset Management (2020–2022), and previously CEO/President/CSO at C4 Therapeutics; he holds a B.Sc. in Biochemistry and a Ph.D. in Chemistry from the University of Canterbury (NZ). The board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C4 Therapeutics, Inc. | CEO (2018–2020); President (2016–2018); CSO (2016–2018) | Jan 2016–Mar 2020 | Led clinical-stage oncology company; executive operating experience cited for ELVN board qualification |
| Broad Institute | Senior Director, Center for Development of Therapeutics | Jul 2014–Jan 2016 | Translational R&D leadership |
| Yale University | Professor of Chemistry | Jun 2010–Jan 2015 | Academic research leadership |
| University of Colorado | Assistant/Associate/Professor of Chemistry & Biochemistry | Jul 2001–Jun 2010 | Academic research leadership |
| Cormorant Asset Management | Managing Director | Aug 2020–Aug 2022 | Investment experience; designated director to Cormorant fund in ELVN pre‑merger financing disclosure |
| Helix Acquisition Corp. (predecessor to MoonLake) | Chief Financial Officer | Apr 2021–Apr 2022 | SPAC finance leadership |
| Blossom Bioscience Ltd. | Chief Executive Officer | Jun 2021–Mar 2024 | Biotech CEO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aleksia Therapeutics, Inc. | Chief Executive Officer | Since Aug 2022 | Private biotech CEO role |
| Nexo Therapeutics, Inc. | Chief Executive Officer | Since Aug 2022 | Private biotech CEO role |
| OnKure, Inc. | Director | Since Mar 2021 | Public/biopharma board directorship |
| MoonLake Immunotherapeutics, Inc. (and predecessor Helix Acquisition Corp.) | Director | Since Apr 2021 | Public biopharma board; prior CFO of Helix (SPAC) |
Board Governance
- Independence and structure: ELVN’s board has 8 directors, 6 of whom are independent under Nasdaq; Phillips is one of the independent directors. The board is classified into three staggered classes; Phillips is a Class II nominee for the 2025 meeting (term to 2028).
- Committee assignments:
- Audit Committee member (chair: Jake Bauer). All members meet SEC/Nasdaq independence and financial literacy; the committee met 4 times in 2024. Phillips is a signatory to the Audit Committee Report.
- Nominating & Corporate Governance Committee chair (members: Phillips, Mika Derynck, Lori Kunkel); the committee met 3 times in 2024.
- Attendance and engagement: In 2024, the board met 4 times; each director attended at least 75% of the aggregate of board and committee meetings for which they served. Independent director executive sessions are held regularly (no formal frequency disclosed).
Fixed Compensation
| Component | 2024 Amounts (Policy) | 2025 Increase (effective Jan 2025) | Phillips 2024 Cash Received |
|---|---|---|---|
| Annual Board Retainer (non-employee) | $35,000 | $40,000 | $35,000 |
| Audit Committee Member | $7,500 | — | $7,500 |
| Nominating & Gov Committee Chair | $8,000 | $10,000 | $8,000 |
| Total Cash | — | — | $50,500 |
- Policy cap: Aggregate annual limit of $750,000 (cash + equity “Value”), increased to $1,000,000 in a director’s first year. Paid quarterly in arrears.
Performance Compensation
| Equity Element | Grant Mechanics | Vesting | 2024 Grant to Phillips (Grant Date Fair Value) |
|---|---|---|---|
| Annual Option Award (non-employee director) | $250,000 “Value” per year; Chair: $312,500; pro‑rata in first partial year | Vests in full by the next annual meeting or first anniversary of grant | $249,890 |
| Initial Option Award (on first becoming a non-employee director) | $500,000 “Value”; share cap 64,923 (both increased to $650,000 in 2025) | Vests monthly over 36 months | Not applicable in 2024 (prior year) |
| Change in Control Treatment | All outstanding director equity vests fully immediately prior to closing if serving through that date | Single‑trigger acceleration for director awards | Policy term (not grant-specific) |
Notes:
- “Value” equals grant date fair value per U.S. GAAP; awards are stock options subject to time-based vesting; no director PSUs/RSUs or performance metrics disclosed.
- 2025 policy increases: Annual Award “Value” increased to $325,000; Initial Award to $650,000; Chair Annual Award to $365,000.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| OnKure, Inc. | Public biopharma | Director | External board seat (information flow; no disclosed ELVN conflict) |
| MoonLake Immunotherapeutics, Inc. | Public biopharma | Director | External board seat; prior CFO of Helix (SPAC predecessor) |
| Cormorant Global Healthcare Master Fund, LP | Investor in Former Enliven pre‑closing financing | Phillips designated director at Cormorant Asset Management (investment manager). Fund invested ~$10.0M pre‑merger (shares converted at merger). Potential perception of capital markets interlock; audit committee oversees related party transactions. |
Compensation Committee Interlocks: None disclosed at ELVN; no ELVN executive served on another company’s board/comp committee where ELVN directors are executives.
Expertise & Qualifications
- Investment experience (Cormorant MD), scientific/technical depth (chemistry Ph.D., academic professorships), and executive biotech leadership (CEO at C4 Therapeutics; CEO of two private biotechs) cited as qualifications for ELVN’s board.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Andrew Phillips, Ph.D. (as of Mar 31, 2025; 49,038,730 shares outstanding) | 20,675 | <1% (*) |
Notes:
- Beneficial ownership includes options exercisable within 60 days; no disclosure of any pledged shares or hedging by Phillips.
Governance Assessment
- Strengths
- Independent director with dual committee roles: Audit member and Chair of Nominating & Governance—positions central to financial oversight, board refreshment, succession planning, and governance policy. 2024 committee cadence indicates active oversight (Audit 4x; N&G 3x).
- Board-wide attendance threshold met; independent sessions occur regularly, supporting objective oversight.
- Director equity is delivered as options, aligning value to stock price; cash retainers are modest vs biotech peers pre‑2025 increases.
- Watch items
- Change-in-control single‑trigger acceleration for director equity (vests fully at transaction close) can be viewed as less shareholder‑aligned versus double‑trigger standards.
- Time commitments: Concurrent CEO roles at two private biotechs and multiple public board seats may raise overboarding/attention allocation considerations for investors focused on execution risk. Facts: Aleksia CEO, Nexo CEO (since Aug 2022); director at MoonLake and OnKure.
- Historical relationship to Cormorant (designated director at investment manager) and Cormorant’s ~$10.0M pre‑merger financing participation for Former Enliven are disclosed; ELVN’s Related Party Transaction Policy subjects such matters to Audit Committee review/approval.
RED FLAGS (potential): Single‑trigger CIC acceleration for director awards; multi‑seat/dual‑CEO time commitment considerations; historical investor affiliation requiring ongoing related‑party sensitivity via Audit Committee oversight.