Carol Schafer
About Carol A. Schafer
Independent director since January 2024; age 61. Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee; designated “audit committee financial expert.” Prior experience spans capital markets leadership (Wells Fargo Securities Vice Chair, Equity Capital Markets; J.P. Morgan Managing Director, Equity Capital Markets) and operating finance (Lexicon Pharmaceuticals VP Finance & Business Development). MBA (NYU Stern) and BA in mathematics and computer science (Boston College). Independence affirmed by the Board under Nasdaq rules; no disqualifying relationships disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Securities | Vice Chair, Equity Capital Markets | 2007–2018 | Led equity capital markets; investor relations expertise |
| Lexicon Pharmaceuticals, Inc. | Vice President, Finance & Business Development | 2003–2007 | Operating finance and BD experience |
| J.P. Morgan | Managing Director, Equity Capital Markets (earlier roles) | Not disclosed (prior to 2003) | ECM leadership; capital raising expertise |
External Roles
| Company | Role | Public/Private | Start–End | Notes |
|---|---|---|---|---|
| Kura Oncology (Nasdaq: KURA) | Director | Public | Jun 2021–Present | Oncology; external directorship |
| Insmed Incorporated (Nasdaq: INSM) | Director | Public | Apr 2020–Present | Biopharma; external directorship |
| Repare Therapeutics Inc. (Nasdaq: RPTX) | Director | Public | Mar 2019–Present | Oncology; external directorship |
| Idera Pharmaceuticals, Inc. | Director | Public | Dec 2018–Sep 2022 | Prior public board |
| Five Prime Therapeutics, Inc. | Director | Public | May 2019–Apr 2021 | Company acquired by Amgen |
Board Governance
- Committees: Audit (Chair), Nominating & Corporate Governance (member); Audit Committee members are all independent, with Schafer as “financial expert” and financially sophisticated per Nasdaq .
- Independence: Board determined Schafer is independent under Nasdaq standards; no material relationships with the company disclosed .
- Attendance: In 2024 the Board met 8 times; Audit 4; Compensation 6; Nominating 4. No director attended fewer than 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors hold regular executive sessions, typically at each regular Board meeting .
- Lead independent: Role held by Isaac Barchas (not Schafer); provides counterbalance to combined CEO/Chair structure .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Cash fees earned | $60,000 | Reflects annual retainer and committee chair/member retainers per policy. |
| Policy: Base director retainer | $40,000 | Annual cash retainer for eligible directors. |
| Policy: Lead independent director retainer | $60,000 (in lieu of base) | Not applicable to Schafer; LID is Barchas . |
| Policy: Committee member retainers | Audit $7,500; Compensation $5,000; Nominating $5,000 | Annual cash retainers. |
| Policy: Committee chair retainers | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $10,000 | Annual cash retainers. |
Performance Compensation
| Equity Component | 2024 Grant-Date Fair Value | Vesting | Terms |
|---|---|---|---|
| Option awards (total 2024) | $397,615 | Per non-employee director policy; time-based vesting | ASC 718 value; options standard 10-year term . |
| Policy: Initial option (join post Oct 27, 2023) | $270,000 | Vests in equal quarterly installments; fully vested at 3 years | Granted upon initial appointment/election . |
| Policy: Annual option (post annual meeting) | $135,000 | Vests quarterly over 1 year; fully vested at 1 year | Granted day after annual meeting . |
Performance metrics tied to director compensation: None disclosed; director equity awards are time-based (no PSU/TSR or financial performance metrics) .
Other Directorships & Interlocks
| External Entity | Potential Interlock/Conflict | Status |
|---|---|---|
| Kura Oncology; Insmed; Repare Therapeutics | Overlapping biopharma sector exposure could present information flow sensitivities | Board determined Schafer is independent; no related-party transactions involving Schafer disclosed . |
Expertise & Qualifications
- Capital markets leadership (Wells Fargo Vice Chair ECM; J.P. Morgan MD ECM), with deep investor relations and capital raising expertise .
- Operating finance and BD in pharma (Lexicon VP Finance & BD) .
- Audit committee financial expert designation and financial sophistication per SEC/Nasdaq .
- Education: MBA (NYU Stern); BA in mathematics and computer science (Boston College) .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| Feb 1, 2025 | 22,221 | <1% | Count includes options exercisable within 60 days. |
| Dec 31, 2024 | 44,267 (options outstanding) | N/A | Aggregate options held; mix of vested/unvested not fully disclosed. |
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock by directors .
- Section 16 compliance: Directors’ automatic annual equity award report was filed one day late in 2024; otherwise compliant .
Governance Assessment
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Strengths:
- Independent director with capital markets and finance depth; chairs Audit and is an SEC-defined “financial expert,” supporting robust financial oversight .
- Attendance met engagement threshold; Board and committee cadence indicates active oversight .
- Clear director compensation structure with modest cash plus time-based equity; alignment reinforced by insider trading policy prohibiting hedging/pledging .
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Potential risks / RED FLAGS:
- Multiple external public boards may create time-allocation risk; mitigated by 2024 attendance compliance .
- Minor administrative lapse: one-day late Section 16 filing for automatic awards (housekeeping issue; no enforcement action disclosed) .
- Sector overlap with other biopharma boards warrants ongoing monitoring for conflicts; company’s related-party policies and independence determinations currently clean for Schafer .
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Compensation and alignment signals:
- Equity awards are time-based with no performance metrics disclosed for directors; pay structure is standard for small/mid-cap biopharma and avoids high guaranteed cash; no tax gross-ups or COI-linked arrangements disclosed for directors .
- Ownership is modest (<1%); options provide upside but limited “skin-in-the-game” relative to executives; no pledging/hedging allowed .