Michael Schmertzler
PTC THERAPEUTICSAbout Michael Schmertzler
Independent Chair of the Board at PTC Therapeutics since 2004; director since 2001. Age 73; B.A. from Yale College (Molecular Biophysics & Biochemistry, History, City Planning) and M.B.A. from Harvard Business School . Career credentials include senior investment banking roles at Credit Suisse First Boston, Morgan Stanley, and Lehman Brothers, with extensive governance experience across biotech and finance . The Board has determined he is independent under Nasdaq rules; the Chair and CEO roles are separated (Chair: Schmertzler; CEO: Dr. Klein), enhancing independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PTC Therapeutics | Chair of the Board; Director | Chair since 2004; Director since 2001 | Leads agenda-setting and risk oversight; meets regularly with management to surface material risks |
| Credit Suisse First Boston | Co-Head U.S./Canada Private Equity | 1997–2001 | Led private equity strategies; precursor to Aries Advisors roles |
| Aries Advisors (sub-advisor to CSFB Equity Partners) | Managing Director; Investment Committee Chair | 2001–2015 | Chaired investment committee of CSFB Equity Partners, L.P. |
| Morgan Stanley | President, Leveraged Capital Funds; Founding MD, Biotech/Pharma Group | Prior to 1997 | Built sector-focused investment banking practice |
| Lehman Brothers Kuhn Loeb / Lehman Brothers | Managing Director & CFO; Head of International S&T and Investment Banking | Prior periods (not dated) | Court-appointed director of Lehman Commercial Paper Inc. during liquidation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yale University | Adjunct Professor/Lecturer in Economics | Since 2008 | Academic engagement; governance perspective |
| Yale-NUS (Singapore) | Visiting Professor | Since 2018 | International academic role |
| Phillips Academy Andover | Charter Trustee | Current | Non-profit board service |
| SHY Therapeutics (private biotech) | Executive Chairman | Current | Private company; no disclosed related-party transactions with PTC – |
| Berryville Holdings; Dispel LLC (private cyber-technology) | Executive Chairman | Current | Private companies |
| AgNovos (private biotech) | Director | Current | Private company |
| Cytokinetics, Inc. (public) | Director (prior) | Prior (dates not specified) | Past public board service |
| Idenix Pharmaceuticals, Inc. (public) | Director (prior) | Prior (dates not specified) | Past public board service |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Schmertzler is independent and serves as Chair, separate from the CEO, strengthening oversight .
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member; Development Committee member .
- Committee chairs: Not a committee chair; Compensation Committee is chaired by Dr. Steele; Nominating & Corporate Governance by Ms. Okey; Development by Dr. Jacobson .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board and applicable committee meetings; 10 of 11 directors attended the 2024 annual meeting .
- Engagement: As Chair, meets regularly with management on risk; approves Board agendas to ensure material risks are discussed; stockholder communications to the Board are monitored primarily by the Chair and the Nominating Chair .
- Compensation Committee practices: Uses independent consultant FW Cook; nine meetings in 2024; no interlocks or insider participation; FW Cook engagement deemed independent (no conflicts) –.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $75,666.65 | Includes $50,000 annual Board retainer; additional committee retainers per schedule (Audit $12k/$25k chair; Compensation $10k/$20k chair; Nominating $6.5k/$14.5k chair; ad hoc $7.5k/$11.25k chair) |
| Total cash retainer policy | $50,000 Board retainer | Paid in arrears; prorated if service partial-year |
Performance Compensation (Director)
| Equity Grant Type | 2024 Grant Details | Vesting | Valuation/Notes |
|---|---|---|---|
| Stock options (standard) | 10,000 options for all non-employee directors | Monthly over one year starting Feb 15, 2024 | Exercise price = closing price on grant date; 10-year term |
| Restricted stock units (standard) | 4,000 RSUs for all non-employee directors | 1/3 on Jun 18, 2024; 2/3 on Feb 15, 2025 | |
| Additional Chair equity | Additional 10,000 options and 4,000 RSUs due to Chair role | Same schedules as above | |
| 2024 equity value recognized | Options $269,829; RSUs $205,520; Total equity $475,349 | Values reflect grant-date fair value under ASC 718 |
- No performance-conditioned equity for directors; director equity is time-based (no stock price or KPI hurdles) .
- Insider Trading Policy prohibits hedging and pledging; directors must pre-clear trades or use Rule 10b5-1 plans, reducing alignment risk from derivative exposures .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Cytokinetics, Inc. | Public (prior) | Director (prior) | No interlocks disclosed with PTC executives; no related-party transactions – |
| Idenix Pharmaceuticals, Inc. | Public (prior) | Director (prior) | Same as above – |
| SHY Therapeutics | Private | Executive Chairman | No related-party transactions disclosed – |
| AgNovos | Private | Director | No related-party transactions disclosed – |
| Berryville Holdings; Dispel LLC | Private | Executive Chairman | No related-party transactions disclosed – |
Expertise & Qualifications
- Financial and capital markets expertise from senior roles at Credit Suisse, Morgan Stanley, and Lehman; sector specialization in biotech/pharma investment banking .
- Academic roles at Yale and Yale-NUS add strategic and economic perspective .
- Governance and leadership across private biotech and technology companies; prior public company board experience .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 1,728,527 shares (2.2% of outstanding) | Breakdown in footnote (see below) |
| Breakdown | Section Six Partners, L.P.: 1,386,594 shares; Options exercisable w/in 60 days: 215,333; RSUs vesting w/in 60 days: 3,334; Direct common: 123,266 | Disclaims beneficial ownership of Section Six Partners except to extent of pecuniary interest |
| Outstanding director option awards (12/31/24) | 232,000 options | Aggregate outstanding options for Schmertzler at year-end |
| Unvested director RSUs (12/31/24) | 5,333 RSUs | Aggregate unvested RSUs at year-end |
| Ownership guidelines | 3x three-year average cash Board retainer for directors; all directors in compliance or within grace period as of Dec 15, 2024 | |
| Pledging/Hedging | Prohibited by Insider Trading Policy | Reduces alignment risk |
Governance Assessment
- Board effectiveness: Independent Chair with separated roles from CEO, structured committee oversight (Audit, Compensation, Nominating, Development), and documented risk oversight processes; Schmertzler’s role as Chair includes agenda approval and routine risk discussions with management, supporting robust oversight .
- Independence and attendance: Determined independent; met attendance thresholds; active leadership responsibilities as Chair; signals solid engagement .
- Compensation/Alignment: Director pay balanced between cash and time-based equity; as Chair, receives additional options/RSUs; significant personal ownership (2.2%) supports alignment; ownership guidelines enforced; hedging/pledging prohibited .
- Potential conflicts/related-party exposure: No related-party transactions disclosed involving Schmertzler; Compensation Committee interlocks explicitly absent; FW Cook deemed independent – .
- Shareholder signals: 2024 say-on-pay support at ~98.1% reflects strong investor endorsement of compensation governance overseen by the committee on which Schmertzler serves .
Red Flags
- None disclosed: No pledging/hedging; no related-party transactions; no option repricing; attendance ≥75%; director fees unchanged vs 2023, suggesting restraint – .
Contextual Indicators
- Committee cadence and scope: Compensation Committee (9 meetings) oversees clawback policy and director pay; Audit Committee (5 meetings) oversees related party reviews; Development Committee monitors clinical and regulatory risks; Schmertzler participates across committees except Audit –.
- Equity plan governance: Caps on director compensation pool; standardized vesting; option pricing at grant-date close; 10-year option terms—standard practices .