Andrew Schwab
About Andrew J. Schwab
Andrew J. Schwab, age 54, has served on Skye Bioscience’s Board since August 2023 (post-merger with Bird Rock Bio). He is a Founding Partner and Managing Member of 5AM Venture Management, LLC (since 2002) and holds a B.S. with Honors in Genetics & Ethics from Davidson College. The Board determined he is not “independent” under Nasdaq rules due to his affiliation with 5AM Ventures, a >5% beneficial owner of SKYE, which bears on related-party oversight and potential conflicts. Core credentials include extensive life sciences venture investing and board service across multiple biotech companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 5AM Venture Management, LLC | Founding Partner & Managing Member | 2002–present | Led investments; broad governance exposure across life sciences portfolio |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camp4 Therapeutics Corporation | Director | Since Mar 2021 | Life sciences board oversight |
| Fellow Health, Inc. | Director | Since Aug 2022 | Health tech board oversight |
| Radionetics Oncology, Inc. | Director | Since Sep 2021 | Radiopharma; interlock with SKYE Chair Paul Grayson (CEO/director at Radionetics) |
| Rarecyte, Inc. | Director | Since Dec 2019 | Diagnostics governance |
| Scientist.com | Director | Since Nov 2019 | Marketplace governance |
| TMRW Holdings, LLC | Director | Since Dec 2019 | Health storage solutions governance |
| Enliven Therapeutics, Inc. | Prior Director | Jan 2022–Jun 2023 | Biotech board experience |
| Escient Pharmaceuticals, Inc. | Prior Director | Mar 2018–May 2024 | Acquired by Incyte |
| Nido Biosciences, Inc. | Prior Director | Aug 2019–Aug 2020 | Neurodegenerative focus |
| Novome Biotechnologies, Inc. | Prior Director | Mar 2018–Jun 2024 | Engineered microbiome |
| Pear Therapeutics, Inc. | Prior Director | Jun 2014–Jun 2022 | Digital therapeutics |
| 5:01 Acquisition Corp. | Prior Director | Sep 2020–Oct 2022 | SPAC governance |
Board Governance
- Independence: The Board affirmatively determined Schwab is not independent under Nasdaq rules because he is an affiliate of a 5% beneficial owner (5AM Ventures), while a majority of directors are independent overall.
- Committee assignments: Audit Committee (Jenkins, Smith, Grayson); Compensation Committee (Smith, Jenkins, Grayson); Nominating & Corporate Governance (Charych, Smith, Jenkins, Grayson). Schwab is not listed on any standing committee.
- Attendance: In 2024, the Board held seven meetings and each director attended at least 75% of Board and applicable committee meetings.
- Board leadership: Independent Chair is Paul Grayson; CEO and Chair roles are separated.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned (2024) | $42,204 | Actual cash paid in 2024 under the director compensation program |
| Current Annual Board Retainer | $50,000 | Increased in Oct 2024 (from $40,000) |
| Chair of Board (if non-employee) | $50,000 | Additional retainer |
| Audit Committee Chair / Member | $20,000 / $10,000 per year | Cash |
| Compensation Committee Chair / Member | $15,000 / $7,500 per year | Increased Oct 2024 |
| Nominating & Governance Chair / Member | $10,000 / $5,000 per year | Increased Oct 2024 |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Vesting / Terms | Fair Value/Notes |
|---|---|---|---|---|
| Annual Stock Options (policy) | 2024 policy update | 35,000 options | Vest in 12 equal monthly installments; 10-year max term; strike = FMV at grant; full acceleration on Change in Control | Program terms (policy level) |
| Initial Stock Options (policy) | 2024 policy update | 40,000 options | Vest in 12 equal monthly installments; 10-year max term; strike = FMV; full acceleration on Change in Control | Program terms (policy level) |
| Director Retention Options | Oct 2024 | 70,000 options | Vest in equal monthly installments over 1 year; standard option terms | Granted to each non-employee director |
| Option Awards (2024 reported) | 2024 | — | — | $642,936 (grant-date fair value) |
| Options Outstanding (as of 12/31/2024) | — | 125,001 options | Aggregate outstanding awards | Program table disclosure |
- Valuation and policy: Equity awards valued under FASB ASC 718; option exercise price equals fair market value on grant date; awards generally have a maximum term of 10 years; full acceleration upon Change in Control.
- Anti-hedging: Directors are prohibited from hedging company securities.
Other Directorships & Interlocks
- Shared directorship: Schwab serves on Radionetics Oncology’s board; Paul Grayson (SKYE Chair) is CEO/director of Radionetics, creating a governance interlock that may influence information flow and oversight dynamics.
Expertise & Qualifications
- Venture capital leadership and life sciences governance expertise; extensive board experience across therapeutics, diagnostics, and health platforms; B.S. with Honors in Genetics & Ethics (Davidson College). These credentials align with SKYE’s focus on metabolic and obesity therapeutics, providing capital markets and portfolio strategy perspective to the Board.
Equity Ownership
| Metric | Sep 11, 2024 | Apr 18, 2025 |
|---|---|---|
| Beneficial Ownership (# shares) | 43,334 | 104,584 |
| Percent of Outstanding Shares | * (less than 1%) | * (less than 1%) |
| Options Exercisable within 60 Days (#) | 43,334 | 104,584 |
- Note: “*” denotes beneficial ownership of less than 1% of outstanding shares.
Governance Assessment
- Independence and conflicts: Schwab is not independent due to his managing-member affiliation with 5AM Ventures, a >5% holder; 5AM participated in SKYE’s January and March 2024 PIPE financings (5,206,074 and 450,000 shares, respectively), and held warrants that were amended to allow cashless exercise under certain conditions—transactions reviewed as related-party matters, elevating conflict-of-interest risk that requires strong committee oversight and recusal protocols.
- Committee coverage: He is not on Audit, Compensation, or Nominating & Governance, which partially mitigates direct influence over financial reporting, pay-setting, and director selection, but underscores the importance of robust related-party approval processes at the committee level.
- Ownership alignment: Schwab’s direct beneficial ownership is <1% (primarily via options), offering limited “skin-in-the-game” alignment individually, though his affiliated funds (5AM) hold a concentrated position, which can align incentives at the fund level while complicating independence.
- Engagement: Board attendance met the 75% threshold for 2024; continued high engagement is important given SKYE’s clinical and financing milestones.
- Policies: Anti-hedging policy in place; indemnification and related-party transaction approval processes documented; ensure ongoing compliance and rigorous application given affiliate transactions.
RED FLAGS
- Not independent due to affiliation with a 5% beneficial owner (5AM Ventures), with that affiliate participating in multiple financings and warrant amendments—ongoing related-party exposure that demands strict recusals and transparent committee review.
- Board interlock with Radionetics Oncology through Paul Grayson—monitor for information flow advantages or potential conflicts if counterparties or overlapping investors emerge.
Director Compensation (Andrew J. Schwab – 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $42,204 |
| Stock Awards ($) | — |
| Option Awards ($) | $642,936 |
| All Other Compensation ($) | — |
| Total ($) | $685,140 |
As of December 31, 2024, Schwab held 125,001 options outstanding (aggregate); program-level terms include monthly vesting (for initial/annual/retention awards), strike at FMV, 10-year terms, and acceleration at Change in Control.
Related Party Transactions (Context)
- 2023 Merger/Financing: 5AM Ventures and affiliates became >5% owners following Bird Rock merger and associated financing arrangements (including registration rights).
- 2024 PIPEs: 5AM Ventures VII, L.P. purchased 5,206,074 shares (Jan 2024 PIPE) and 450,000 shares (Mar 2024 PIPE).
- Warrant Amendment: March 2024 amendment allowed cashless exercise for 2023 PIPE warrants under specified conditions; 5AM Ventures VII, L.P. party to the original warrants.
- Oversight: Audit Committee reviews related-party transactions per charter; policies and procedures adopted.
Compensation Structure Analysis (Directional Signals)
- Shift to equity-heavy director pay in 2024: Schwab’s compensation was predominantly option-based ($642,936 vs. $42,204 cash), aligning director incentives with market/value creation but elevating dilution sensitivity.
- Program enhancements: In 2024, initial option awards increased to 40,000 and annual awards to 35,000; Oct 2024 added a 70,000 retention option for each non-employee director—signals to retain and align directors during critical clinical and financing phases.
Governance Quality Summary
- Strengths: Clear committee charters; independent Chair; anti-hedging policy; documented related-party review procedures; adequate attendance.
- Weaknesses/risks: Non-independence of Schwab; significant affiliate transactions with 5AM (PIPEs, warrants); interlock with Radionetics; low individual ownership. Investors should watch disclosures on recusals, committee deliberations, and any future financing or commercial arrangements involving 5AM-affiliated entities.