Frank Karbe
About Frank Karbe
Frank Karbe (age 57) has served as an independent Class II director of Phathom Pharmaceuticals since April 2022. He brings 25+ years of finance and life sciences experience; he is currently Chief Financial Officer of Cidara Therapeutics (since February 2025) and previously served as CEO and director of Better Therapeutics (June 2022–March 2024), President/CFO at Myovant Sciences, and EVP/CFO at Exelixis; earlier roles include investment banking at Goldman Sachs and finance at Royal Dutch/Shell, with a Diplom Kaufmann from WHU–Otto Beisheim (Germany) . He is designated an independent director under Nasdaq rules and sits on PHAT’s Audit Committee; the Audit Committee’s financial expert is director Heidi Kunz (not Karbe) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Better Therapeutics, Inc. | Chief Executive Officer and Director | Jun 2022 – Mar 2024 | CEO/board leadership during transition period |
| Myovant Sciences, Inc. | President and Chief Financial Officer (CFO from Apr 2017; Principal Financial & Accounting Officer from Sep 2016) | Sep 2016 – Aug 2021 | Public company finance leadership |
| The Color Run | President | Sep 2014 – Jul 2016 | Operating leadership |
| Exelixis, Inc. | EVP & CFO | Jan 2004 – Jun 2014 | Scaled finance function at commercial-stage biotech |
| Goldman Sachs & Co. | Vice President, Healthcare Investment Banking | 1997 – 2004 | Corporate finance/M&A advisor |
| Royal Dutch/Shell Group (Europe) | Finance roles | Pre-1997 | Corporate finance foundation |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Cidara Therapeutics | Chief Financial Officer | Feb 2025 – Present | PHAT director Theodore R. Schroeder is a Cidara director (interlock) |
| Aduro Biotech, Inc. | Director (prior) | Apr 2019 – Oct 2020 | Board service at public biotech (pre-merger into Chinook) |
| Arbutus Biopharma Corporation | Director (prior) | 2010 – 2018 | Board service at public biotech |
Board Governance
| Item | Details |
|---|---|
| Board class/tenure | Class II director; joined April 2022; current Class II term runs to the 2027 Annual Meeting |
| Independence | Board determined Karbe is independent under Nasdaq rules |
| Committees (current) | Audit Committee member (appointed April 17, 2025); chair: Heidi Kunz |
| Committees (recent past) | Compensation Committee member through Feb 29, 2024; Nominating & Corporate Governance Committee member during 2024 until April 17, 2025 |
| Attendance | Each director attended ≥75% of board/committee meetings in FY2024 |
| Annual meeting attendance | All directors attended the 2024 annual meeting |
| Anti-hedging/pledging | Company policy prohibits directors from hedging, shorting, margining or pledging company stock |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating/Gov $5,000 | |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating/Gov $10,000 | |
| Non-executive Chair retainer | $40,000 (additional) | |
| 2024 Fees earned (Karbe) | $68,125 |
Performance Compensation
| Equity Element | 2024 Grants/Values | Vesting/Terms | Source |
|---|---|---|---|
| Annual RSU grant (directors) | 10,500 RSUs; grant-date fair value $108,150 ($10.30/sh) | For the program in effect until May 23, 2024, annual director grants vested on the earlier of first anniversary or next annual meeting; program was amended May 23, 2024 to increase grant sizes | |
| Annual stock option grant (directors) | Options to purchase 17,500 shares; grant-date fair value (Karbe) $121,280 | Same annual grant program as above; options generally one-year vest under director program described (pre-amendment terms); exercise price = fair market value at grant |
Notes:
- In May 2024, the board increased initial and annual director equity award sizes to 21,000 RSUs + 35,000 options (initial) and 10,500 RSUs + 17,500 options (annual) to align with peer medians based on Pay Governance advice .
- Equity for directors is time-based; no performance-vested equity or scorecard metrics disclosed for directors .
Other Directorships & Interlocks
- Current public company directorships: none disclosed for Karbe; prior boards include Aduro Biotech (2019–2020) and Arbutus Biopharma (2010–2018) .
- Interlock: PHAT director Theodore R. Schroeder is a director at Cidara Therapeutics, where Karbe serves as CFO (potential network interlock; no PHAT-related transactions with Cidara disclosed) .
Expertise & Qualifications
- Finance/life sciences executive with CFO/President/CEO experience at public biopharmas; prior healthcare investment banking; formal finance education (Diplom Kaufmann, WHU) .
- Audit Committee member; the Audit Committee’s designated “financial expert” is Heidi Kunz; all committee members meet SEC/Nasdaq financial literacy requirements .
Equity Ownership
| As of/Metric | Detail |
|---|---|
| Beneficial ownership (Apr 7, 2025) | 119,500 shares (<1%) consisting of 37,500 shares held directly; 62,500 options exercisable within 60 days; and 19,500 shares issuable upon RSU vesting within 60 days |
| Outstanding awards (Dec 31, 2024) | Options outstanding: 62,500; RSUs outstanding: 10,500 |
| Anti-hedging/pledging | Hedging and pledging prohibited for directors |
Director Compensation (FY2024)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 68,125 |
| Option Awards (grant-date fair value) | 121,280 |
| Stock Awards (grant-date fair value) | 108,150 |
| Total | 297,555 |
Related Party & Conflicts Check
- Related-party transactions: Proxy discloses services with PCI Pharma Services (affiliated with principal stockholder Frazier), but no transactions involving Karbe are disclosed .
- Compensation Committee interlocks: Karbe served on PHAT’s Compensation Committee through Feb 29, 2024; no cross-board executive/comp committee interlocks involving Karbe are disclosed .
Insider Trading and Section 16 Compliance
- Section 16(a) compliance: Company states all required filings in 2024 were timely, except one late Form 4 for director Asit Parikh; no exceptions noted for Karbe in 2024 .
- Form 4 trading detail for Karbe not provided in the proxy; no pledging/hedging allowed under company policy .
Governance Assessment
- Independence and committee roles: Karbe is Nasdaq-independent, serves on the Audit Committee, and previously served on Compensation and Nominating/Governance—providing broad governance exposure .
- Engagement: The board/committees met frequently and each director attended ≥75% of meetings in FY2024; all directors attended the 2024 annual meeting .
- Alignment: Director pay structure combines cash retainer with meaningful time-based equity; Karbe held options and RSUs with total beneficial ownership of 119,500 shares as of April 7, 2025; hedging/pledging prohibited .
- Interlocks/conflicts: Notable network interlock with Cidara (Karbe CFO; Schroeder director), but no related-party transactions disclosed involving Karbe; Audit, Comp, and N&G committee independence affirmed .