Peter Brandt
About Peter Brandt
Peter Brandt, 67, is an independent Class II director of IN8bio (INAB) who has served on the board since 2019 and currently chairs the Audit Committee; the board has also designated him as the Audit Committee Financial Expert under SEC rules . He is independent under Nasdaq listing standards and is not an employee of the company . Brandt brings deep biopharma operating and governance experience, including 28 years at Pfizer culminating as President of U.S. Pharmaceuticals, and prior CEO/President roles at Noven Pharmaceuticals, plus public board leadership at Rexahn (chair), ePocrates (chair; interim CEO), and Auxilium; he holds a B.A. from the University of Connecticut and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Various leadership roles, including President – U.S. Pharmaceuticals; led Latin America pharma; oversaw finance, IT, planning, BD, and Pfizer Healthcare Solutions | 28 years at Pfizer; roles prior to 2009 (years not individually specified) | Drove revenue/earnings growth and major organizational change in U.S. pharma operations |
| Noven Pharmaceuticals, Inc. | President, CEO, and Director | 2008–2009 (until acquisition by Hisamitsu) | Led specialty pharma through acquisition |
| ePocrates, Inc. | Director; Chair (from Dec 2012); Interim CEO & President | Board: 2011–2013; Interim CEO/President: 2011–2012 (acquired by athenahealth) | Board leadership; interim executive transition |
| Rexahn Pharmaceuticals, Inc. | Director (2010–2020); Chair (2015–2020) | 2010–2020; chair 2015–2020 (merged into Ocuphire) | Board chair through strategic combination |
| Auxilium Pharmaceuticals, Inc. | Director | Dec 2010–Jan 2015 (acquired by Endo) | Board service through sale process |
External Roles
- No current external public company directorships were disclosed for Mr. Brandt in IN8bio’s 2025 proxy; prior public company board roles are shown above .
Board Governance
| Governance Item | Details |
|---|---|
| Independence | Board determined all non-employee directors, including Brandt, are independent under Nasdaq rules . |
| Board leadership | Chair and CEO roles are separate; independent chair is Alan S. Roemer . |
| Committees (Brandt) | Audit Committee – Chair; designated Audit Committee Financial Expert . Nominating & Corporate Governance Committee – Member . Not listed on Compensation or Science & Technology Committees . |
| Meetings & attendance | Board met 11 times in 2024; each director attended at least 75% of board and committee meetings for which they served . Non-management directors held 7 executive sessions in 2024 . |
| Committee activity (2024) | Audit: 5 meetings; Compensation: 6; Nominating & Corporate Governance: 3 . |
| Hedging/Pledging policy | Directors, officers, and employees are prohibited from hedging and from purchasing on margin or pledging company stock as collateral . |
| Related-party oversight | Related-party transactions require approval by the Board (for executive officers/directors) or by the Nominating & Corporate Governance Committee (for others), with materiality thresholds and defined “related person” scope . |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Board cash retainer (from 9/1/2024, post 11% reduction) | $35,600 | Company reduced director cash compensation by 11% effective 9/1/2024 . |
| Committee retainers (from 9/1/2024) | Audit member $8,900; Audit chair +$13,350; Comp member $4,450; Comp chair +$8,900; N&CG member $3,560; N&CG chair +$7,120; Sci/Tech member $6,675; Sci/Tech chair +$13,350 | Applies to Brandt’s roles: Audit Chair; N&CG member . |
| Board cash retainer (before 9/1/2024) | $40,000; Audit member $10,000 (increased from $7,500 as of 2/5/2024); Audit chair +$15,000; Comp member $5,000; Comp chair +$10,000; N&CG member $4,000; N&CG chair +$8,000; Sci/Tech member $7,500; Sci/Tech chair +$15,000 | Pre-reduction schedule . |
| 2024 fees earned – Peter Brandt | $65,205 | As disclosed in Director Compensation table . |
Performance Compensation
| Item | Details |
|---|---|
| 2024 option awards – grant date fair value | $45,187 for Peter Brandt . |
| Options outstanding (12/31/2024) | 264,361 options outstanding for Peter Brandt . |
| Director equity program | Initial grant: option to purchase 67,300 shares (vests monthly over 3 years). Annual grant at each annual meeting: option to purchase 33,650 shares (vests monthly over 12 months; fully vested by next annual meeting), with exercise price at FMV on grant date; full vesting upon change in control . |
| Cash-to-RSU election | Directors may elect to convert cash retainers to fully vested RSUs granted on payment date . |
| Performance metrics | None disclosed for director equity; awards are time-vested options per policy (no performance targets) . |
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlock/Notes |
|---|---|---|---|
| Rexahn Pharmaceuticals, Inc. | Director; Chair (from 2015) | 2010–2020 | Public biotech; merged into Ocuphire . |
| ePocrates, Inc. | Director; Chair (from Dec 2012); Interim CEO/President | 2011–2013; Interim CEO/President 2011–2012 | Acquired by athenahealth . |
| Auxilium Pharmaceuticals, Inc. | Director | Dec 2010–Jan 2015 | Acquired by Endo . |
| Noven Pharmaceuticals, Inc. | President, CEO, Director | 2008–2009 | Acquired by Hisamitsu . |
Expertise & Qualifications
- Audit Committee Financial Expert; experienced audit chair overseeing financial reporting, controls, and auditor independence .
- Senior operating experience: led Pfizer’s U.S. pharma with responsibility for P&L, transformations, and multiple corporate functions; prior CEO roles and public board leadership through M&A .
- Education: B.A., University of Connecticut; MBA, Columbia Business School .
Equity Ownership
| Ownership Detail | Shares/Units | % of Outstanding |
|---|---|---|
| Direct shares | 517,604 | |
| The Peter C. Brandt 2020-4 GRAT | 105,290 | |
| Warrants (immediately exercisable) | 417,098 | |
| Options (exercisable within 60 days) | 214,871 | |
| Total beneficial ownership | 1,254,863 | 1.5% |
- Company policy prohibits hedging and pledging, reducing misalignment/credit risk on equity holdings .
Related-Party Exposure and Insider Participation
| Transaction | Instrument(s) | Quantities | Aggregate Purchase Price |
|---|---|---|---|
| 2024 Private Placement (Oct 4, 2024) | Common shares; Series C warrants | 253,164 shares; 253,164 Series C warrants | $100,000 |
| 2023 Private Placement (Dec 13, 2023) | Common shares; Series A & Series B warrants | 81,967 shares; 81,967 Series A warrants; 81,967 Series B warrants | $99,999.74 |
- Company amended certain outstanding Series A warrants at 2024 close (including 299,180 held by directors/officers): reduced exercise price from $1.25 to $0.45 and extended expiry to Oct 4, 2025, a shareholder sensitivity/optics consideration though done across holders, including >5% holders .
- Related-party transactions are reviewed/approved under the company’s related-party policy (Board or N&CG Committee) .
Director Compensation Mix (2024)
| Component | Peter Brandt ($) | Notes |
|---|---|---|
| Cash fees | 65,205 | Includes board and committee retainers per policy . |
| Option awards (grant-date fair value) | 45,187 | Annual director equity grant; time-vested . |
| Total | 110,392 |
Attendance & Engagement
- Board met 11 times in 2024; each director attended at least 75% of board and committee meetings during service .
- Non-management directors held 7 executive sessions in 2024; 7 directors attended the 2024 annual meeting (names not specified) .
Broader Board/Governance Context
- The company received a Nasdaq deficiency notice in Aug 2024 for sub-$1.00 bid and moved to Nasdaq Capital Market with a compliance deadline of Aug 4, 2025; the 2025 proxy seeks authority for a 1-for-15 to 1-for-30 reverse split to maintain listing, underscoring heightened governance/market-risk oversight needs at the audit chair level .
- Board/committee activity levels in 2024 (Audit 5; Compensation 6; N&CG 3) reflect active governance cadence during a period of financings and cost actions .
Governance Assessment
Positives
- Independent audit chair with formal “financial expert” designation; strong large-cap pharma and public-company governance pedigree; audit oversight remit includes financial risk, cybersecurity, related-party review, investment policy, and internal controls .
- Alignment via meaningful personal stake (1.5% beneficial ownership) including directly held shares and exercisable options/warrants; company prohibits hedging/pledging, limiting misalignment risks .
- Engagement indicators: board held 11 meetings; directors met the ≥75% attendance threshold; executive sessions held regularly; independent chair structure in place .
- Cost-discipline signal: 11% reduction in director cash retainers effective Sept 1, 2024, mirroring broader cost actions .
Watch items / RED FLAGS
- Repricing/extension of insider-held Series A warrants (including those held by directors/officers) can be perceived as shareholder-unfriendly, even if part of a broad financing package; continued transparency on rationale and process is important .
- Insider participation in 2023/2024 private placements creates potential perception risks around preferential access/terms; mitigated by related-party approval processes but merits monitoring for future financings .
- Company-level listing risk and contemplated reverse split reflect elevated market risk; audit chair’s oversight of financial resilience and capital structure remains critical for investor confidence .
