Andrew R. Saik
About Andrew R. Saik
Andrew R. Saik, age 55, is an independent director of Milestone Pharmaceuticals (MIST) who joined the board in July 2024 and serves on the Audit Committee. He brings over 25 years of biopharma finance leadership, currently serving as CFO of Arvinas (since 2024), with prior CFO roles at Intercept, VYNE, PDS Biotechnology (formerly Edge Therapeutics), and senior finance positions at Auxilium, Endo and Valeant; he holds a BA in Economics from UCLA and an MBA from USC. He is designated independent under SEC/Nasdaq rules; in 2024 he attended 100% of board meetings and 50% of Audit Committee meetings (missed one of two after his appointment due to a scheduling conflict). He was appointed in connection with a July 2024 cooperation agreement between MIST and Alta Fundamental Advisors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arvinas, Inc. (Nasdaq: ARVN) | Chief Financial Officer | 2024–present | Led finance at clinical-stage biotech; capital structure leadership noted in bio. |
| Intercept Pharmaceuticals (now Alfasigma subsidiary) | Chief Financial Officer | 2021–2023 | CFO during strategic transition of liver disease company. |
| VYNE Therapeutics (Nasdaq: VYNE) | Chief Financial Officer | 2020–2021 | CFO at clinical-stage immuno-derm company. |
| PDS Biotechnology (Nasdaq: PDSB; formerly Edge Therapeutics) | Chief Financial Officer | 2017–2020 | CFO for cancer immunotherapy developer. |
| Vertice Pharma (Warburg Pincus-backed) | Chief Financial Officer | 2015–2017 | Private specialty pharma CFO. |
| Auxilium Pharmaceuticals | Chief Financial Officer | 2014–2015 | CFO at biopharma acquired by Endo. |
| Endo Pharmaceuticals | SVP Finance & Treasurer | 2013–2014 | Corporate finance leadership. |
| Valeant/Bausch Health | Senior finance roles | 2001–2012 | Global finance management. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PDS Biotechnology, Inc. (Nasdaq: PDSB) | Director | 2017–2020 | Public company directorship (formerly Edge Therapeutics). |
| Other current public company directorships | — | — | None disclosed. |
Board Governance
- Independence and committees: Saik is independent and serves on the Audit Committee; Audit Committee members are all independent; chair is Michael Tomsicek; Tomsicek is the audit committee financial expert. Saik is not a committee chair.
- Attendance and engagement: In 2024, Board met 19 times; Saik attended 100% of Board meetings and 50% of Audit Committee meetings (missed 1 of 2 after joining due to scheduling conflict). Board average attendance: 99% Board, 93% committees.
- Board leadership and processes: Independent Chair; regular executive sessions; robust governance guidelines; no classified board; directors elected annually.
- Appointment context: Saik’s July 2024 appointment occurred under a Cooperation Agreement with Alta Fundamental Advisors (activist engagement).
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $42,500 | Non-employee director. |
| Audit Committee member fee | $10,000 | Additional annual retainer; Chair adds $10,000. |
| Compensation Committee member fee | $7,500 | Chair adds $7,500. |
| Nominating & Corporate Governance Committee member fee | $5,000 | Chair adds $5,000. |
| 2024 cash fees paid to Saik | $26,250 | Prorated for service starting July 2024. |
Performance Compensation
| Equity Element | Grant Mechanics | Vesting/Terms | 2024 Value to Saik |
|---|---|---|---|
| Initial option grant at election | 80,000 options | Vest monthly over 3 years; FMV exercise price at grant. | Included in 2024 option award fair value total. |
| Annual meeting option grant | 40,000 options (continuing directors) | 12 equal monthly installments; vests in full by next annual grant; accelerates in full on change in control (for this annual grant). | N/A for 2024 (joined mid-year). |
| Director equity limit | Aggregate cash + equity cap | $750,000 per year ($1,100,000 in first year). | |
| 2024 option awards (Saik) | ASC 718 grant-date fair value | — | $136,742. |
- Clawback: Awards under the equity plan are subject to the company’s Clawback Policy and potential recoupment provisions in award agreements.
Other Directorships & Interlocks
- Public company boards: Former director, PDS Biotechnology (2017–2020); no current public company directorships disclosed.
- Interlocks/transactions: Saik’s appointment tied to the Alta cooperation agreement; the agreement includes standstill and voting commitments for Alta but does not disclose related-party transactions involving Saik.
- Related-party policy: Audit Committee reviews related-party transactions; no Saik-related transactions disclosed since Jan 1, 2024.
Expertise & Qualifications
- Education: BA Economics, UCLA; MBA, University of Southern California.
- Technical/functional expertise: Capital markets, M&A, capital structure transformations, investor relations, IT and BD leadership across biopharma; strong finance oversight acumen valuable for Audit Committee. Not designated as the board’s “financial expert” (that is Tomsicek).
Equity Ownership
| Holder | Beneficial Ownership (as of 4/15/2025) | Notes |
|---|---|---|
| Andrew R. Saik | 173,333 shares; <1% | Consists of options immediately exercisable or exercisable within 60 days; percent is less than 1%. |
| Options outstanding (12/31/2024) | 120,000 options | Director option awards outstanding at year-end 2024. |
- Hedging/pledging: Company policy prohibits directors from pledging company securities or engaging in hedging/derivative transactions (alignment positive).
Governance Assessment
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Strengths:
- Deep CFO experience across public biopharma with capital markets and restructuring expertise, aligned with Audit Committee duties.
- Independent status; appointment added financial depth to Audit Committee; equity compensation aligns incentives with shareholders.
- Company prohibits pledging/hedging; director equity awards subject to clawback; non-employee director pay capped by policy.
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Watch items / Red flags:
- Committee attendance: 50% Audit Committee attendance in 2024 due to missing 1 of 2 meetings post-appointment; monitor future attendance for improvement.
- Appointment via shareholder Cooperation Agreement (Alta): signals investor influence on board composition; not inherently negative but relevant to board dynamics and independence perceptions.
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Compensation structure signals:
- Director pay mix emphasizes equity options (time-based), not performance-based metrics; policy provides clear vesting, annual cadence, and change-in-control treatment for annual grants only.
- No director stock ownership guidelines disclosed; reliance is on option-based alignment.
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Conflicts/related-party:
- No related-party transactions involving Saik disclosed; standing related-party review policy in place at Audit Committee.
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Overall: Saik adds material financial oversight depth to MIST’s board with relevant CFO experience, though initial committee attendance and activist-linked appointment are areas for continued monitoring by investors.