Andrew Schiff
About Andrew Schiff
Andrew Schiff, M.D., is an independent director and Non-Executive Chair of the Board at Monte Rosa Therapeutics (GLUE). He has served on the board since September 2020 and became chair in June 2023; age 58 as of March 31, 2025 . Schiff is Managing Partner at Aisling Capital (affiliated since 1999), practices internal medicine at New York Presbyterian Hospital, and is a Clinical Assistant Professor of Medicine there. He holds an M.D. from Cornell University Medical College, an M.B.A. from Columbia Business School, and a B.S. in neuroscience with honors from Brown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aisling Capital | Managing Partner | 1999–present | Venture leadership in life sciences investing |
| New York Presbyterian Hospital | Internal Medicine; Clinical Assistant Professor of Medicine | Ongoing | Academic and clinical practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aclaris Therapeutics, Inc. | Director | Since 2017 | Public company directorship |
Board Governance
- Board structure: roles of Chair and CEO are separated; chair leads independent oversight while CEO focuses on operations .
- Independence: Board determined all directors except the CEO (Markus Warmuth) are independent under Nasdaq and SEC rules; this includes Schiff .
- Committee assignments:
- Audit Committee member; committee met 4 times in FY2024 .
- Not listed on Compensation Committee (6 meetings in FY2024) .
- Not listed on Nominating and Corporate Governance Committee (3 meetings in FY2024) .
- Board engagement: Full board met 15 times in 2024; each director attended at least 75% of board and relevant committee meetings. All directors (except Eric Hughes, appointed December 2024) attended the 2024 annual meeting .
- Policies enhancing governance:
- Insider trading policy prohibits short sales, derivatives, hedging, and pledging; pre-approval required for trades; waivers require Audit Committee approval .
- Compensation Recovery (Clawback) Policy adopted September 27, 2023, covering incentive compensation clawbacks for restatements per Dodd-Frank/SEC/Nasdaq rules .
Fixed Compensation
| Component | Andrew Schiff Amount (FY2024) | Policy Reference | Notes |
|---|---|---|---|
| Annual board cash retainer | Included in total | $40,000 policy | Aggregate cash below reflects policy roles |
| Non-Executive Chair additional cash | Included in total | $30,000 policy | Chair premium per policy |
| Audit Committee member cash | Included in total | $7,500 policy (member) | Schiff is Audit member |
| Total cash fees earned/paid | $95,815 | — | Actual FY2024 cash received |
| Option awards (grant-date fair value) | $69,016 | Annual continuing director option grant policy | Time-based vest; see below |
| Total director compensation | $164,831 | — | FY2024 total |
Performance Compensation
- Director equity is time-based options (not tied to operating metrics); no director performance metrics disclosed for equity awards .
- Policy:
- New non-employee directors: initial option for 44,200 shares vesting over 36 months; 100% acceleration on change in control .
- Continuing directors: annual option for 22,100 shares vesting in full by the earlier of the first anniversary or next annual meeting; 100% acceleration on change in control .
| Equity Instrument | Grant Policy | Vesting Condition | Change-in-Control Treatment |
|---|---|---|---|
| Stock options (continuing directors) | 22,100 shares annually | Full vest by earlier of 1-year or next annual meeting | 100% acceleration |
| Stock options (new directors) | 44,200 shares | 36 equal monthly installments | 100% acceleration |
| Andrew Schiff 2024 option award | $69,016 grant-date fair value | Time-based per policy | Policy applies |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Aclaris Therapeutics, Inc. | Director since 2017 | Different therapeutic focus; Board has determined Schiff is independent; no related-party transactions disclosed involving Schiff entities since Jan 1, 2023 |
Expertise & Qualifications
- Venture capital leadership and life sciences investing experience at Aisling Capital .
- Medical and academic credentials; ongoing clinical and academic role at New York Presbyterian Hospital .
- Advanced degrees: M.D. (Cornell), M.B.A. (Columbia), B.S. neuroscience with honors (Brown) .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Shares beneficially owned | 82,632 (options exercisable within 60 days) | As of March 31, 2025; <1% ownership indicated |
| Options outstanding (as of 12/31/2024) | 104,732 shares | Aggregate number of shares subject to options |
| Hedging/Pledging | Prohibited by company policy | Supports alignment |
| Ownership as % of outstanding | Less than 1% | Based on 61,509,821 shares outstanding |
Governance Assessment
- Positive signals:
- Independent Non-Executive Chair structure and explicit separation from CEO enhances oversight .
- Clear independence determinations and robust committee structure; Schiff serves on Audit, which met 4 times in FY2024 .
- Strong trading controls prohibiting hedging/pledging; formal Clawback Policy compliant with SEC/Nasdaq .
- Active board and committee cadence; directors met attendance thresholds and engaged at annual meeting .
- Compensation/Alignment:
- Director compensation balanced between cash and time-vested options with change-in-control protections; no performance metric gaming risk disclosed for directors .
- Conflicts/Related parties:
- No related-party transactions involving directors disclosed since January 1, 2023; audit committee oversight of any such transactions via policy .
- Risk indicators:
- No material legal proceedings adverse to the company involving directors; no family relationships; independence affirmed .
- Process limits:
- As an emerging growth company, GLUE is not required to hold say-on-pay votes; monitor future governance as EGC status sunsets over time .