David Schenkein

About David Schenkein

David Schenkein, M.D., age 67, has served as an independent Class I director of Prime Medicine since September 2019. He is a partner at GV (Alphabet’s venture capital arm), former President & CEO of Agios Pharmaceuticals, and previously SVP of Oncology Development at Genentech. He holds an M.D. from SUNY Upstate Medical University and a B.A. in Chemistry from Wesleyan University. His board tenure and biomedical leadership background position him as a governance and drug development expert on PRME’s Board .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation Committee .
• Independence: Board determined Schenkein is independent under Nasdaq and SEC rules (all directors except Keith Gottesdiener and Jeffrey Marrazzo) .
• Attendance: PRME’s Board held six meetings in 2024; all incumbent directors except Robert Nelsen attended at least 75% of Board and committee meetings—Schenkein met the attendance threshold; non-employee directors held executive sessions at regular Board meetings .
• Board leadership: No designated Chair or Lead Independent Director; independent directors reviewed and endorsed current structure .
• Risk oversight: As Nom/Gov Chair, oversees board independence, conflicts, and governance; Compensation Committee oversight includes executive/director pay, incentive plans, and consultant independence .

Fixed Compensation

• 2024 cash fees earned: $60,063 .
• Non-employee director cash retainer framework (effective May 17, 2024):
  • Board member annual retainer: $45,000
  • Committee retainers: Comp Chair $15,000; Comp member $7,500; Nom/Gov Chair $10,000; Nom/Gov member $5,000; Audit Chair $20,000; Audit member $10,000 .
  • Additional Board Chair retainer: $30,000 (Board has not designated a Chair) .

Performance Compensation

• Equity compensation structure: Annual non-statutory stock option grant sized at $400,000 fair value, capped at 45,000 shares; initial director grant up to $800,000 (max 90,000 shares). Annual grants vest by next annual meeting or one year; accelerated vesting upon a sale of the Company .
• 2024 option awards (aggregate grant-date fair value): $237,528 .

Other Directorships & Interlocks

• GV affiliation: GV entities collectively hold >5% of PRME; GV 2023, L.P. purchased 3,200,000 PRME shares ($20M) in the Feb 2024 follow-on; Schenkein is a GV partner, creating a board–shareholder interlock to monitor for conflicts in capital allocation and transactions .
• Other public boards: Denali Therapeutics and Regeneron Pharmaceuticals (industry adjacency; monitor for any overlapping partnerships or competitive exposures) .

Expertise & Qualifications

• Executive leadership in biotech (Agios CEO), oncology drug development (Genentech), venture investing (GV), and clinical hematology practice—supports board effectiveness in R&D prioritization, partnerships, and human capital oversight .

Equity Ownership

• Beneficial ownership thresholds:
  • As of March 31, 2025: 39,062 shares, all underlying options exercisable within 60 days; less than 1% .
  • As of June 30, 2025: 84,062 shares underlying options exercisable within 60 days; less than 1% .

• Hedging policy: Company prohibits short sales, derivatives, and any hedging transactions by directors, officers and employees; acknowledges risks of margin/pledging but does not explicitly state a prohibition on pledging in the policy excerpt .
• Clawback: Compensation recovery policy adopted Sept 15, 2023 (effective Oct 2, 2023) for incentive-based compensation upon restatements; governance-positive, primarily applies to executives .

Governance Assessment

• Strengths:

  • Independent director with deep biotech operating and clinical experience; chairs Nom/Gov and serves on Compensation—aligned with governance quality .
  • Attendance met board threshold; Board and committees active through 2024 .
  • Use of independent compensation consultant (Alpine Rewards); committee reviewed consultant independence—mitigates advisor conflicts .
  • Clear insider trading and hedging prohibitions; clawback policy in place .

• Risks and red flags:

  • Option Repricing Proposal (July–Aug 2025) covers non-employee directors with underwater options—repricing is shareholder-sensitive and often viewed unfavorably; Board recommended “FOR” both repricing and potential adjournment to solicit additional votes .
  • Director–shareholder interlock: GV is a >5% holder and participated in the Feb 2024 follow-on; Schenkein’s GV partnership warrants monitoring for related-party transactions and committee decisions where GV’s interests could be implicated (board notes it considered independence with major stockholder affiliations) .
  • Ownership alignment: Beneficial ownership is <1%; director equity is option-heavy and was underwater per special meeting materials (non-employee directors’ options: 958,920 shares; weighted avg exercise price $10.67)—repricing aims to restore incentive value but dilutes governance optics .

• Additional observations:

  • PRME is an emerging growth company and smaller reporting company; not required to hold say-on-pay votes—reduces direct shareholder feedback on pay; increases importance of transparent Compensation Committee practices .
  • Board leadership without a designated chair or lead director could reduce centralized independent oversight, though executive sessions are held and committee chairs are active .

RED FLAGS: Director option repricing; venture investor interlock (GV) participating in financings; low direct beneficial ownership; ensure robust recusals and transparent committee processes on related-party and equity decisions .