Deborah Charych
About Deborah Charych
Deborah Charych, Ph.D. (age 61), has served as an independent director of Skye Bioscience since February 2023. She is Chair of the Nominating & Corporate Governance Committee and is deemed independent under Nasdaq rules; she is not on the Audit or Compensation Committees. Her background includes co-founding and serving as CTO of RayzeBio (acquired by BMS for $4.1B), senior R&D leadership roles at Nektar, FivePrime, Chiron, and Lawrence Berkeley National Laboratory, and company formation at Third Rock Ventures and Maze Therapeutics. She holds a Ph.D. in Physical Chemistry from UC Berkeley and a B.S. in Chemistry from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RayzeBio, Inc. | Co-Founder, Chief Technology Officer, Advisor | Oct 2018 – Sep 2022 | Conceived and led R&D strategy; company acquired by Bristol Myers Squibb for $4.1B |
| Third Rock Ventures / Maze Therapeutics | Founder (TRV); Co-founded Maze Therapeutics | 2017 – 2019 | Company creation based on human genetics and data science |
| Nektar Therapeutics | Executive Director, Preclinical & Translational Research | 2010 – 2018 | Translational drug development leadership |
| FivePrime Therapeutics | Director, Biologics Process Development/CMC/Protein Chemistry | 2007 – 2010 | Biologics and CMC leadership |
| Chiron Corporation | Oncology discovery lead; proteomics initiative (peptoids) | 1998 – 2006 | Guided oncology target discovery effort |
| Lawrence Berkeley National Lab | Tenured Principal Investigator | 1993 – 1998 | Academic leadership; new biomaterials focus |
External Roles
- No current public-company directorships are disclosed for Dr. Charych in Skye’s 2025 proxy statement. Her disclosed career history lists operating/scientific roles rather than board seats at other public companies .
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member roster includes Dr. Charych (chair), Dr. Smith, Dr. Jenkins, and Mr. Grayson .
- Not on Audit (Jenkins chair/financial expert; Smith; Grayson) or Compensation (Smith chair; Jenkins; Grayson) Committees .
- Independence: Board determined all directors except CEO Punit Dhillon and Andrew J. Schwab (affiliate of a 5% beneficial owner) are independent; Dr. Charych is independent .
- Attendance: In 2024 the Board met seven times; each director attended at least 75% of Board and relevant committee meetings .
- Leadership: Independent Chair (Paul Grayson); CEO and Chair roles separated .
Fixed Compensation
- 2024 fees earned (cash): $47,245 .
Director cash compensation program (as updated Oct 2024):
| Cash Retainers/Fees | Amount (annual) |
|---|---|
| Board member retainer | $50,000 |
| Chair of the Board (if non-employee) | $50,000 |
| Audit Committee chair | $20,000 |
| Audit Committee member | $10,000 |
| Compensation Committee chair | $15,000 |
| Compensation Committee member | $7,500 |
| Nominating & Corporate Governance Committee chair | $10,000 |
| Nominating & Corporate Governance Committee member | $5,000 |
Notes: Cash retainers were increased in October 2024 to align with peer practices; committee chair receives chair fee but not member fee .
Performance Compensation
| Equity Element | Terms / Amount |
|---|---|
| 2024 option awards (grant-date FV) | $642,936 (options) |
| Retention option grant (Oct 2024) | 70,000 options to each non-employee director; vests in equal monthly installments over one year |
| Annual option award | 35,000 options; vests monthly over 12 months (increased from 20,000 in Feb 2024) |
| Initial option award (new directors) | 40,000 options; vests monthly over 12 months (increased from 20,000 in Feb 2024) |
| Exercise price / term | Exercise price = FMV on grant date; 10-year maximum term |
| Change-of-control | Full accelerated vesting of outstanding director equity awards immediately prior to consummation of a Change in Control |
Mix signal: In 2024, options ($642,936) vastly exceeded cash fees ($47,245), indicating equity-heavy director pay; program included a retention grant to all non-employee directors in Oct 2024 .
Other Directorships & Interlocks
- Board interlocks/large holders: 5AM Ventures and affiliates held ~35.6% as of April 18, 2025; director Andrew J. Schwab is affiliated with 5AM and deemed non-independent. No such affiliation is disclosed for Dr. Charych .
- No related-party transactions involving Dr. Charych are disclosed; related transactions in 2023–2024 primarily involve 5AM Ventures (PIPEs/warrant amendments) and historical Emerald Health Sciences arrangements; Nominating & Corporate Governance oversees conflicts .
Expertise & Qualifications
- Deep translational and preclinical R&D leadership across oncology and biologics; led proteomics-driven target discovery at Chiron and translational programs at Nektar .
- Company builder experience (RayzeBio; Maze Therapeutics; work with Third Rock Ventures); RayzeBio outcome (BMS acquisition, $4.1B) highlights value-creation track record .
- Academic foundation in physical chemistry and biomaterials (UC Berkeley Ph.D.; CMU B.S.; LBNL PI) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 105,584 |
| Percent of outstanding shares | <1% |
| Composition | Includes 105,584 shares underlying options exercisable within 60 days of April 18, 2025 |
| Options outstanding at 12/31/2024 | 126,001 |
| Stock awards outstanding at 12/31/2024 | — (none) |
Anti-hedging: Directors are prohibited from short-term/speculative transactions and derivatives in Skye securities; insider trading policy in place .
Governance Assessment
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Strengths
- Independent director; Chair of Nominating & Corporate Governance; Board reports full independence of all directors except CEO and the 5AM-affiliated director .
- Professional background aligns with Skye’s metabolic/biotech focus; notable outcome at RayzeBio (sold to BMS for $4.1B) suggests strong domain insight .
- Attendance: met at least the 75% participation threshold in 2024 Board/committee meetings .
-
Watch items / potential red flags
- Equity-heavy director pay with single-trigger change-in-control acceleration for director equity (full vesting immediately prior to CoC), which some investors view as misaligned for non-employee directors .
- October 2024 “retention” option grants (70,000 per non-employee director) and cash retainer increases may draw scrutiny if viewed as pay inflation absent clear governance rationale .
- Board concentration of influence via a large holder (5AM Ventures ~35.6%) and an affiliated non-independent director (Schwab), though Dr. Charych herself is independent .
-
Conflicts/related-party exposure
- No related-party transactions disclosed that involve Dr. Charych; committee structures (NCG oversight) and related-party policies are in place .