Andrew Phillips
About Andrew Phillips
Andrew Phillips, Ph.D. (age 54) is an independent director and Chairperson of the Board at OnKure Therapeutics (OKUR) since the October 4, 2024 merger; he previously served on Legacy OnKure’s board since March 2021 . He holds a B.Sc. in biochemistry and a Ph.D. in chemistry from the University of Canterbury (NZ) and has deep operating and scientific credentials across biotech, including CEO/President roles, buy-side experience, and academic appointments . As Chair, he leads independent oversight separate from the CEO, consistent with the board’s chosen leadership structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aleksia Therapeutics, Inc. | President & Chief Executive Officer | Since Aug 2022 | Executive leadership |
| Nexo Therapeutics, Inc. | President & Chief Executive Officer | Since Aug 2022 | Executive leadership |
| Cormorant Asset Management | Managing Director | Aug 2020–Aug 2022 | Buy-side investment leadership |
| Enliven Therapeutics, Inc. (NASDAQ: ELVN) | Director | Since Dec 2020 | Board oversight |
| MoonLake Immunotherapeutics, Inc. (NASDAQ: MLTX) | Director | Since Apr 2021 | Board oversight |
| Helix Acquisition Corp. | Chief Financial Officer | Apr 2021–Apr 2022 | Capital markets/SPAC finance |
| Blossom Bioscience Ltd. | Chief Executive Officer | Since Jun 2021 | Executive leadership |
| C4 Therapeutics, Inc. (NASDAQ: CCCC) | CEO; President; Chief Scientific Officer | CEO: May 2018–Mar 2020; President: Sep 2016–May 2018; CSO: Jan 2016–May 2018 | Company building and drug discovery leadership |
| Broad Institute | Senior Director, Center for Development of Therapeutics | Jul 2014–Jan 2016 | Translational R&D leadership |
| Yale University | Professor of Chemistry | Jun 2010–Jan 2015 | Academic leadership |
| University of Colorado | Assistant/Associate/Professor of Chemistry & Biochemistry | Jul 2001–Jun 2010 | Academic leadership |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Enliven Therapeutics, Inc. (ELVN) | Director | Public | Since Dec 2020 | Current board seat |
| MoonLake Immunotherapeutics, Inc. (MLTX) | Director | Public | Since Apr 2021 | Current board seat |
| Aleksia Therapeutics, Inc. | President & CEO | Private | Since Aug 2022 | Operating role |
| Nexo Therapeutics, Inc. | President & CEO | Private | Since Aug 2022 | Operating role |
| Blossom Bioscience Ltd. | CEO | Private | Since Jun 2021 | Operating role |
Board Governance
- Chairperson of the Board; roles of chair and CEO are separated to strengthen independent oversight .
- Committee assignments: Audit Committee member; Compensation Committee Chair and member .
- Independence: Board determined Phillips is independent under Nasdaq rules (five of seven directors are independent) .
- Attendance: In FY2024, the Board held eight meetings; each director attended at least 75% of Board and committee meetings for which they served .
- Engagement: Audit Committee met four times; Compensation Committee met two times in FY2024, with Phillips participating and leading compensation oversight .
- Executive sessions and governance policies: Non-employee directors meet in executive session periodically; strong governance and code of ethics framework in place .
Fixed Compensation
| Component | Policy Amount (Annual) | Andrew Phillips 2024 Actual | Notes |
|---|---|---|---|
| Director Annual Retainer (cash) | $40,000 | $21,336 | Annual retainer policy; partial period earned due to merger timing |
| Chair of the Board | $30,000 | Included in policy | Policy rate for non-employee Chair |
| Compensation Committee Chair | $10,000 | Included in policy | Phillips is Chair |
| Audit Committee Member | $7,500 | Included in policy | Phillips is member |
| Meeting Fees | None disclosed | — | No meeting fees disclosed |
| Election to receive RSUs in lieu of cash | Available (100% of retainers) | None elected for 2024 | RSU retainer election optional; none elected in 2024 |
Aggregate director compensation earned by Phillips in 2024: Fees earned $21,336; Option awards grant-date fair value $247,557; Total $268,893 .
Performance Compensation
| Award Type | Grant/Policy | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Closing Award (stock options) | Granted at merger close | 15,300 options outstanding ; Phillips grant-date value $247,557 | Monthly over 36 months, equal installments, subject to continued service | Exercise not permitted until S-8 effective (Dec 9, 2024) |
| Annual Award (stock options) | Policy: 7,650 options after each Annual Meeting | Per policy | Vests in full by next Annual Meeting or 1-year anniversary, subject to service | Prorated if partial year service |
| Change-in-Control (director awards) | Policy-based acceleration | N/A | Full acceleration of non-employee director awards granted while serving as director | Applies to director grants upon CIC per Plan/policy |
No performance-based metrics (TSR, EBITDA, ESG) are tied to director equity awards; vesting is service-based per policy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Relationships |
|---|---|---|---|
| Enliven Therapeutics (ELVN) | Public biotech | Director | None disclosed with OKUR |
| MoonLake Immunotherapeutics (MLTX) | Public biotech | Director | None disclosed with OKUR |
| Cormorant Asset Management | Investment firm | Former Managing Director (2020–2022) | Entities affiliated with Cormorant are 5%+ holders and PIPE investors in OKUR; Board reaffirmed Phillips’ independence |
Expertise & Qualifications
- Biotech operating executive and scientist; prior CEO/President/CSO roles in clinical-stage oncology drug development (C4 Therapeutics) and translational R&D leadership (Broad Institute) .
- Academic pedigree (Professor at Yale and University of Colorado) and degrees in biochemistry and chemistry, underpinning scientific governance .
- Capital markets/finance experience (CFO of Helix Acquisition Corp.), relevant for audit and compensation oversight .
Equity Ownership
| Holder | Beneficial Ownership (Class A) | % of Class A | Components |
|---|---|---|---|
| Andrew Phillips, Ph.D. | 2,550 shares via options exercisable within 60 days | <1% | Options exercisable within 60 days; outstanding director options total 15,300 shares |
- Hedging and pledging prohibited: Company insider trading policy bans short sales, public options, hedging transactions, and pledging of company stock by directors .
- Outstanding director awards: 15,300 options; no RSUs outstanding for Phillips as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independent Chair; dual committee service with Compensation Committee chair role; strong governance framework (prohibition on hedging/pledging; executive sessions; codes/policies); confirmed independence despite historical buy-side affiliation .
- Engagement: Board and committees met regularly in FY2024; directors ≥75% attendance, signaling baseline engagement .
- Alignment: Director equity via service-based options (Closing Award) and annual option policy aligns compensation with shareholder value creation over time; optional RSU election in lieu of cash retainers provides additional equity alignment, though not used in 2024 .
- Watch items: Multiple concurrent external CEO roles (Aleksia, Nexo, Blossom) warrant monitoring for bandwidth and potential conflicts if overlapping business dealings arise; board independence determination currently addresses conflict risk .
- Related-party exposure: No Phillips-specific related-party transactions disclosed; broader related-party items include PIPE participation by major holders and a sublease with Ambros Therapeutics (former Reneo CEO), reviewed under the Related Person Transactions Policy and approved by the Audit Committee .
RED FLAGS: None disclosed for Phillips regarding related-party transactions, hedging/pledging, or attendance; independence affirmed by the Board .