Leonard Schaeffer
About Leonard D. Schaeffer
Leonard D. Schaeffer, age 79, has served as a director of scPharmaceuticals since 2014. He is an experienced healthcare executive and board leader, including former Chairman/CEO roles at WellPoint Health Networks/Blue Cross of California and service as Administrator of HCFA (now CMS). He holds an A.B. in Economics from Princeton University and currently advises and serves on multiple academic and policy boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross of California | Chairman & CEO | 1989–2004 | Led health plan operations; precursor to WellPoint Health Networks |
| WellPoint Health Networks Inc. | Chairman & CEO | 1992–2004 | Grew into largest U.S. health insurer; strategic leadership |
| WellPoint Inc. (now Elevance Health) | Chairman of the Board | 2004–2005 | Oversight of largest U.S. health insurer |
| Health Care Financing Administration (HCFA/CMS) | Administrator | 1978–1980 | Responsible for Medicare and Medicaid programs |
| Allergan, Inc. | Director | 1993–2011 | Board governance in specialty pharma |
| Amgen, Inc. | Director | 2004–2013 | Board governance in large-cap biotech |
| Walgreens Boots Alliance | Director | Jun 2015–Oct 2019 | Oversight at global pharmacy/distribution company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Bristol Partners | Partner | Since 2006 | Private consulting; healthcare strategy |
| Whistler Capital Partners | Senior Advisor | Since Mar 2022 | Private equity advisory |
| Brookings Institution | Board Member, Vice Chair | Since 2000 | Policy leadership and governance |
| USC Trustees; USC Health System Board | Trustee; Chair (USC Health System Board) | Trustee since 2013; Chair since 2020 | Academic health governance |
| Harvard Medical School | Board of Fellows | Since 2003 | Academic advisory |
| USC Schaeffer Center for Health Policy & Economics | Founder; Advisory Board Chair | Since 2009 | Established health policy institute |
| USC Schaeffer Institute for Public Policy & Government Service | Founder | 2024 | Public policy institution |
Board Governance
- Class I director; current committee assignment: Compensation Committee member (committee chaired by Jack A. Khattar). Not on Audit or Nominating & Corporate Governance committees .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; all members of Audit, Compensation, and Nominating committees meet applicable independence standards .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of board and committee meetings during their service period. All directors then in office attended the 2024 Annual Meeting .
- Board leadership: Chair and CEO roles are separated; board emphasizes independent oversight and periodic review of leadership structure and risk oversight through committees (Audit oversees risk management program) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Other Non-Employee Directors) | $40,000 | Policy schedule for 2024 |
| Compensation Committee member fee | $7,500 | Policy schedule; Schaeffer is a member |
| Total cash fees earned (reported) | $47,500 | Director compensation table, 2024 |
| Options grant (grant-date fair value) | $54,957 | Director compensation table, 2024 (ASC 718) |
| Total 2024 director compensation | $102,457 | Sum of cash + options fair value |
- 2025 policy change: Annual retainer increased to $50,000 for non-employee directors; non-executive Chairman retainer increased to $90,000. Committee fees unchanged (Audit Chair $20,000; members $10,000; Compensation Chair $15,000; members $7,500; Nominating Chair $10,000; members $5,000) .
Performance Compensation
| Equity Award Feature | 2024 Policy | Vesting/Terms |
|---|---|---|
| Annual option grant to re-elected directors | 19,750 options (2024 baseline), increased to 30,000 options starting 2025 | Vests in full upon earlier of 1-year anniversary or next annual meeting; strike at fair market value on grant date |
| Initial option grant upon board election | 34,600 options (2024 baseline), increased to 60,000 starting 2025 | 33% at year 1; remainder monthly over following 2 years; strike at fair market value |
| Performance linkage | None disclosed for director awards | Grants are time-based; no stated revenue/TSR/ESG metrics |
- Clawback: Compensation Committee administers compliance with compensation recovery policy required by SEC/Nasdaq rules .
Other Directorships & Interlocks
| Company | Type | Status | Role/Committee |
|---|---|---|---|
| Allergan, Inc. | Public | Former | Director (1993–2011) |
| Amgen, Inc. | Public | Former | Director (2004–2013) |
| Walgreens Boots Alliance | Public | Former | Director (Jun 2015–Oct 2019) |
| Elevance Health (WellPoint Inc.) | Public | Former | Chairman of the Board (2004–2005) |
- No SCPH-disclosed interlocks or related-party ties with SCPH’s current suppliers/customers; Audit Committee reviews and approves related party transactions; none over $120,000 involving directors since Jan 1, 2023 (other than noted arrangements) .
Expertise & Qualifications
- Health insurance leadership: Former Chairman/CEO of WellPoint/Blue Cross of California; extensive payer strategy experience .
- Federal health policy: Former Administrator of HCFA/CMS (Medicare/Medicaid oversight) .
- Biopharma/healthcare governance: Past director at Allergan, Amgen, Walgreens Boots Alliance .
- Academic/public policy leadership: USC and Brookings governance roles; founder/chair of USC Schaeffer Center; National Academy of Medicine member .
Equity Ownership
| Holder | Shares Owned | Derivative/Options | % of Outstanding | Notes |
|---|---|---|---|---|
| Leonard D. Schaeffer (direct) | 68,796 | Options exercisable within 60 days: 81,898 | <1% | Beneficial ownership includes direct + options |
| Schaeffer Holdings LLC (indirect) | 43,104 | — | — | Included in beneficial ownership total |
| Total beneficial ownership (as of Apr 7, 2025) | 193,798 | Included above | <1% | Shares outstanding = 50,283,925 |
| Pledging/Hedging | Not disclosed for Schaeffer; company policy restricts hedging/pledging without prior approval | — | — | Insider Trading & Disclosure Policy prohibits hedging/shorting; pledging only with prior approval |
- Later tender offer context: As of Sept 2, 2025, SC 14D9 reported Schaeffer beneficially owned 111,900 shares (excludes options/RSUs); tender offer consideration would apply equally to directors if tendered .
Governance Assessment
- Independence and committee role: Independent director serving on Compensation Committee; committee fully independent, chaired by an experienced industry CEO. Supports robust oversight of executive pay and succession planning .
- Attendance and engagement: Board met 4 times in 2024; minimum 75% attendance threshold met by each director; indicates baseline engagement. All directors attended 2024 Annual Meeting .
- Compensation alignment: Director pay mix emphasizes modest cash retainer plus time-based options—aligns incentives with shareholder outcomes without short-term performance gaming; 2025 increases modernize retainer levels while maintaining committee fee discipline .
- Ownership: Personal and LLC holdings plus options provide skin-in-the-game, albeit under 1% of shares outstanding; no pledged shares disclosed; company policies discourage hedging/shorting and limit pledging, supporting alignment .
- Conflicts/related parties: No related-party transactions >$120,000 disclosed for directors since 2023; audit committee pre-approves and oversees related party items; reduces conflict risk .
- Compensation committee practices: Uses independent consultant Pearl Meyer; assessed as independent; supports pay-for-performance design and market benchmarking integrity .
RED FLAGS: None identified in disclosures—no related-party transactions, no pledging disclosures, independent committee membership, and attendance thresholds met .