David Hastings
SCYNEXISAbout David Hastings
David Hastings (age 63) has served as an independent director of SCYNEXIS since September 24, 2015. He is Chair of the Audit Committee and is designated an “audit committee financial expert” by the Board. Hastings’ background includes CFO roles at multiple Nasdaq-listed biopharmaceutical companies and board service at VBL Therapeutics and Entasis Therapeutics, with a B.A. in Economics from the University of Vermont. The Board has affirmatively determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbutus Biopharma Corp. (Nasdaq: ABUS) | Chief Financial Officer | Jun 2018 – Mar 2025 | Senior finance leadership; investor relations and capital markets experience |
| Unilife Corporation | SVP & CFO; Chief Accounting Officer; Treasurer | Feb 2015 – Jun 2017 (CAO/Treasurer Jul 2016 – Jun 2017) | Executive officer during company’s voluntary bankruptcy (April 2017) – governance risk context |
| Incyte Corporation | EVP & CFO | Oct 2003 – Oct 2014 | Built finance function at a commercial-stage biotech |
| ArQule, Inc. | VP, CFO & Treasurer | Feb 2000 – Sep 2003 | Public-company finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VBL Therapeutics (Nasdaq: VBLT) | Director (prior) | Not disclosed | Prior public company board service |
| Entasis Therapeutics Inc. | Director (prior) | Not disclosed | Prior public company board service |
Board Governance
- Independence: All directors other than the CEO are independent; Hastings is independent .
- Committee assignments: Hastings chairs the Audit Committee; not listed on Compensation or Nominating committees .
- Financial expertise: Board determined Hastings is an “audit committee financial expert” .
- Audit oversight: Audit Committee reviews financial reporting, related-party transactions, and complaints procedures; prepares Audit Committee Report .
- Board leadership: Independent Chairman (Guy Macdonald), separate from CEO .
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings. Independent directors held executive sessions in 2024 .
- Committee meeting cadence (2024): Audit (4), Compensation (6), Nominating (1) .
Fixed Compensation
| Component (2024) | Amount (USD) | Basis |
|---|---|---|
| Annual base cash retainer | $45,000 | Non-employee director policy |
| Audit Committee Chair retainer | $20,000 | Chair fee |
| Total cash fees earned (Hastings) | $65,000 | Director compensation table |
Additional cash fee policy:
- Committee member fees: Audit $10,000; Compensation $7,500; Nominating $5,000 (per member, annually). Hastings only served on Audit (Chair) in 2024 .
Performance Compensation
| Equity Component (2024) | Grant Size | Grant Date Basis | Vesting | Fair Value (USD) |
|---|---|---|---|---|
| Annual RSU | 23,000 shares | First business day post-annual meeting | Vests in full at 1-year | $43,240 |
| Annual Stock Option | 23,000 options | Exercise price = FMV at grant | Vests in full at 1-year | $30,730 |
- Election alternative: Directors may elect fully vested nonstatutory stock options in lieu of cash compensation; options are granted quarterly at FMV and sized by a set formula; Hastings’ 2024 cash fees were paid in cash per the table .
- No director performance metrics (e.g., TSR/EBITDA targets) tied to director compensation are disclosed in the proxy .
Other Directorships & Interlocks
| Company | Current/Prior | Overlap/Interlock |
|---|---|---|
| VBL Therapeutics | Prior | No SCYNEXIS-related transactions disclosed |
| Entasis Therapeutics Inc. | Prior | No SCYNEXIS-related transactions disclosed |
- Related-party transactions: None involving directors or officers >$120,000 since Jan 1, 2023; Audit Committee pre-approves any such transactions per policy .
Expertise & Qualifications
- Financial leadership: Multi-decade CFO experience across public biopharma companies; institutional investor and investment bank relationships .
- Audit committee leadership: Chair; designated financial expert; oversight over financial controls and related-party transactions .
- Industry domain: Biopharmaceutical finance and operations; capital markets .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Shares Acquirable Within 60 Days | Notes |
|---|---|---|---|---|
| David Hastings | 70,930 | <1% | 47,747 | As of March 31, 2025; RSU and option positions detailed below |
| Outstanding Equity (as of Dec 31, 2024) | Quantity |
|---|---|
| RSUs outstanding | 23,000 |
| Stock options outstanding | 70,747 |
Alignment and policies:
- Equity-heavy director pay structure (annual RSU and option grants) supports alignment .
- Company prohibits hedging, short-sales, and pledging by directors and employees (policy) .
Governance Assessment
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Strengths:
- Independence and leadership: Independent director, Audit Committee Chair, and financial expert—enhances oversight of reporting quality and related-party neutrality .
- Engagement: Board met five times in 2024; all directors achieved at least 75% attendance; independent executive sessions held—signals active oversight .
- Compensation structure: Balanced cash retainer with meaningful equity grants; option-in-lieu mechanism allows increased equity exposure; engagement of independent consultant (Pearl Meyer) for compensation benchmarking .
- Conflicts: No related-party transactions disclosed since 2023 involving Hastings; Audit Committee screens and pre-approves any such dealings .
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Risks and RED FLAGS:
- Prior bankruptcy involvement: Hastings was an executive officer at Unilife during its voluntary bankruptcy (April 2017). While historical, investors should evaluate lessons learned and implications for risk management credibility .
- Ownership scale: Beneficial ownership <1%, with most alignment via annual grants—adequate for a small-cap board, but not a substantial personal stake .
- External demands: Recent service as CFO at Arbutus through March 2025; while ended, sustained senior external roles can pose attention bandwidth risks; no conflicts disclosed with SCYNEXIS .
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Mix analysis:
- 2024 cash vs equity: Cash fees $65,000 vs equity grant fair value $73,970 (RSU + options), indicating roughly 47% cash / 53% equity by grant-date value—supporting pay-for-performance alignment via equity exposure .