Richard Schilsky
LPTXAbout Richard Schilsky
Independent director since September 2022; age 73. A medical oncologist and former ASCO President/Chief Medical Officer, he led Hematology/Oncology at the University of Chicago and served in senior FDA/NCI advisory roles. Current external board service includes Reagan‑Udall Foundation for the FDA, Friends of Cancer Research, EORTC, and he sits on the editorial board of the New England Journal of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Chicago | Professor of Medicine; Chief of Hematology/Oncology; Deputy Director, Comprehensive Cancer Center | Joined faculty 1984; multiple leadership roles thereafter | Associate Dean for Clinical Research; Director, Cancer Research Center |
| ASCO | President; Chief Medical Officer; Executive Vice President | President 2008–2009; later CMO/EVP | Led clinical policy and research initiatives |
| CALGB (NCI Cooperative Group) | Chair | Past Chair | Directed national cooperative oncology trials |
| FDA Oncologic Drugs Advisory Committee | Member; Chair | Member 1996–2000; Chair 1999–2000 | Advised FDA on oncology drug approvals |
| NCI Board of Scientific Advisors | Member/Chair | Past service | Scientific oversight for NCI programs |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Reagan‑Udall Foundation for the FDA | Director | Presently serves on the board |
| Friends of Cancer Research | Director | Presently serves on the board |
| EORTC | Director | Presently serves on the board |
| New England Journal of Medicine | Editorial Board member | Present role |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee (member); committee chaired by James Cavanaugh .
- Independence: Board determined Schilsky and all non‑employee directors (except Mirabelli and Onsi) are independent under Nasdaq rules; audit and compensation committee members meet SEC independence criteria .
- Attendance: Board met six times in 2023; each director attended at least 75% of Board and committee meetings; independent directors held executive sessions at all six Board meetings; Lead Independent Director is Thomas Dietz .
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors/officers/employees .
Fixed Compensation
Director cash retainers and committee fees (program terms)
| Component | 2024 Program Amount ($) | 2025 Program Amount ($) |
|---|---|---|
| Board annual retainer | 45,000 | 45,000 |
| Audit Chair | 20,000 | 20,000 |
| Audit Member | 10,000 | 10,000 |
| Compensation Chair | 15,000 | 15,000 |
| Compensation Member | 7,500 | 7,500 |
| Nominating Chair | 10,000 | 10,000 |
| Nominating Member | 5,500 | 5,500 |
| Lead Independent Director | 30,000 | 35,000 |
Richard Schilsky’s actual cash fees earned
| Year | Board Retainer ($) | Committee Fees ($) | Total Cash Fees ($) |
|---|---|---|---|
| 2023 | 45,000 | 5,500 (Nominating member) | 50,500 |
| 2024 | 45,000 | 5,500 (Nominating member) | 50,500 |
Performance Compensation
Annual director equity grants and vesting
| Year | Grant(s) | Shares | Vesting | Option Awards Fair Value ($) |
|---|---|---|---|---|
| 2023 | Two grants (Mar & Aug 2023) to non‑employee directors | 15,000 per grant (Lead Director 17,500) | Vests quarterly over one year | 61,617 (Schilsky) |
| 2024 | Two grants (Jan & Oct 2024) to non‑employee directors | 25,000 per grant (Lead Director 30,000) | Vests quarterly over one year | 98,055 (Schilsky) |
Notes: Director options are granted at FMV on grant date and vest time‑based; no disclosed performance metrics or TSR/ESG targets tied to director equity awards .
Other Directorships & Interlocks
| Organization Type | Entities | Potential Interlock/Conflict Assessment |
|---|---|---|
| Non‑profit/regulatory‑adjacent | Reagan‑Udall Foundation for the FDA; Friends of Cancer Research; EORTC | Governance/advocacy roles; no related‑party transactions disclosed; Board states except as discussed for lead investor nominees, directors/executives have no substantial interest in special meeting matters . |
Expertise & Qualifications
- Deep clinical and regulatory expertise (ASCO leadership; FDA ODAC Chair; NCI advisory roles) supports oversight of clinical strategy, risk, and compliance .
- Academic leadership experience (University of Chicago) adds rigor to trial governance and scientific review .
Equity Ownership
| As of | Options Exercisable | Options Unexercisable | Total Options | Beneficial Ownership % |
|---|---|---|---|---|
| Dec 31, 2023 | 19,166 | 20,834 | 40,000 | <1% (implied by later table) |
| Oct 24, 2025 | 90,000 options exercisable within 60 days (beneficial ownership table) | — | 90,000 | <1% |
| Dec 31, 2024 (options outstanding) | 62,500 | 27,500 | 90,000 | — |
Policy alignment: Hedging and pledging prohibited by insider trading policy . Stock ownership guidelines for directors not disclosed.
Governance Assessment
- Strengths: Independent status; relevant medical/regulatory expertise; committee service on Nominating & Governance; solid attendance; independent executive sessions led by a named Lead Director .
- Alignment: Mix of cash retainer plus time‑based option grants; rising equity emphasis with two grants in 2024; non‑employee director annual options vest over one year to support near‑term alignment while maintaining independence .
- Potential red flags/risks:
- Increased director equity grant sizes from 15,000 per grant (2023) to 25,000 per grant (2024) raises dilution and short‑term vesting concentration for directors; investors may scrutinize balance versus cash retainers .
- 2025 EIP expands equity capacity and includes an evergreen that references shares underlying warrants and convertibles (unusual breadth), plus $2,000,000 annual cap for non‑employee directors—monitor equity overhang and award sizing to preserve shareholder alignment .
- Change‑of‑control terms permit accelerated vesting if awards are not assumed—standard, but investors should ensure director incentives remain aligned in strategic transactions .
Director Compensation Summary (Annual)
| Metric | 2023 | 2024 |
|---|---|---|
| Total Cash Fees ($) | 50,500 | 50,500 |
| Option Awards Fair Value ($) | 61,617 | 98,055 |
| Total Director Compensation ($) | 112,117 | 148,555 |
Equity Awards Outstanding (Director)
| As of | Exercisable | Unexercisable | Total |
|---|---|---|---|
| Dec 31, 2023 | 19,166 | 20,834 | 40,000 |
| Dec 31, 2024 | 62,500 | 27,500 | 90,000 |
Independence, Attendance, and Engagement
- Independent under Nasdaq rules .
- Board met 6 times in 2023; each director ≥75% attendance; independent directors held 6 executive sessions; Lead Independent Director is Thomas Dietz .
- Nominating & Corporate Governance Committee member; committee oversees director selection, governance principles, and Board evaluations .
Overall: Schilsky’s clinical/regulatory credentials and independent status support Board effectiveness in a clinical‑stage oncology context. Equity award sizing and the expansive 2025 EIP warrant continued monitoring to ensure director pay remains appropriately balanced and dilution is controlled .