Paul Grayson
About Paul Grayson
Paul Grayson (age 60) is Chairman of the Board at Skye Bioscience, Inc., serving as a director since August 2023 and appointed Chairman in October 2024; he is classified as an independent director under Nasdaq rules . He is President and Chief Executive Officer (and director) of Radionetics Oncology, Inc. since November 2023, and previously led Tentarix Biotherapeutics (2020–2023) and Bird Rock Bio (2011–2023) . Grayson holds a BA in Biochemistry and Computer Science from UCLA and an MBA from UC Irvine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bird Rock Bio, Inc. | President & CEO | Jun 2011 – Aug 2023 | Led until acquisition by Skye in Aug 2023 |
| Tentarix Biotherapeutics Inc. | President & CEO | Jul 2020 – Nov 2023 | Biotech leadership |
| Versant Ventures | Partner | Nov 2019 – Jul 2020 | Venture investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Radionetics Oncology, Inc. | President & CEO; Director | Nov 2023 – Present | Clinical-stage radiopharmaceuticals |
Board Governance
- Board leadership: Chairman of the Board; CEO role is separate, supporting independent oversight .
- Independence: Board determined Grayson (and a majority of directors) are independent; exceptions were CEO Punit Dhillon and Andrew J. Schwab (affiliate of a 5% holder) .
- Committees and roles:
- Audit Committee: Member (committee chaired by Annalisa Jenkins; all members independent; Jenkins designated financial expert) .
- Compensation Committee: Member (chaired by Karen Smith; all members independent) .
- Nominating & Corporate Governance Committee: Member (chaired by Deborah Charych; all members independent) .
- Attendance and engagement: Board met 7 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; Audit and Compensation each met 5 times; Nominating met 4 times .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 58,465 | Reflects director and chair compensation during the year |
| Annual Board retainer (non-employee director) | 50,000 (as of Oct 2024) | Increased from $40,000 in Oct 2024 |
| Chairman of the Board (non-employee) | 50,000 (as of Oct 2024) | Applies if a non-employee chair is appointed |
| Audit Committee chair/member | 20,000 / 10,000 (as of Oct 2024) | Chair fee; member fee |
| Compensation Committee chair/member | 15,000 / 7,500 (as of Oct 2024) | Increased Oct 2024 |
| Nominating & Governance chair/member | 10,000 / 5,000 (as of Oct 2024) | Increased Oct 2024 |
Performance Compensation
| Equity Award | Grant Date | Quantity | Vesting / Performance Metrics | Change-in-Control Treatment |
|---|---|---|---|---|
| RSUs (Chairman recognition grant) | Feb 2024 | 100,000 | 25% at market cap ≥ $750m and stock ≥ $20; +25% at ≥ $1.0bn and ≥ $25; +25% at ≥ $1.25bn and ≥ $30; +25% at ≥ $1.5bn and ≥ $35; service condition applies | Full acceleration upon Change in Control |
| Director Retention Stock Options | Oct 2024 | 70,000 | Vest in equal monthly installments over 1 year; exercise price at grant-date fair market value; 10-year term | Full acceleration upon Change in Control |
| Initial Option Award (non-employee director) | Policy amended Feb 2024 | 40,000 | Vest monthly over 12 months; 10-year term; exercise price at grant-date fair market value | Full acceleration upon Change in Control |
| Annual Option Award (non-employee director) | Policy amended Feb 2024 | 35,000 | Vest monthly over 12 months; 10-year term; exercise price at grant-date fair market value | Full acceleration upon Change in Control |
| 2024 Director Equity Compensation (Fair Value) | FY 2024 | Notes |
|---|---|---|
| Stock Awards ($) | 1,421,250 | Primarily RSU grant described above |
| Option Awards ($) | 699,316 | Includes policy awards and retention options |
Other Directorships & Interlocks
| Relationship | Details | Governance Implication |
|---|---|---|
| Interlock with Radionetics Oncology | Grayson is President/CEO and director of Radionetics; SKYE director Andrew J. Schwab also serves on Radionetics’ Board (since Sep 2021) | Potential information flow and network influence; monitor for conflicts if any transactions arise between SKYE and Radionetics |
| 5AM Ventures beneficial ownership | Entities affiliated with 5AM Ventures own 35.6% of SKYE; Schwab (SKYE director) is a managing member of 5AM entities | Controller influence; transactions with 5AM entities disclosed and reviewed |
| Versant Ventures beneficial ownership | Entities affiliated with Versant Ventures own 8.0% of SKYE; Grayson previously served as a Versant partner (2019–2020) | Historical tie; current independence affirmed |
Expertise & Qualifications
- Deep biotech operating experience across metabolic, obesity, immunology and radiopharmaceuticals; former CEO of Bird Rock Bio and Tentarix; CEO of Radionetics .
- Technical education and management credentials: BA in Biochemistry and Computer Science (UCLA), MBA (UC Irvine) .
- Committee breadth indicates broad governance engagement (Audit, Compensation, Nominating), supporting board effectiveness .
Equity Ownership
| Beneficial Ownership (as of Apr 18, 2025) | Shares | % Outstanding |
|---|---|---|
| Paul Grayson total beneficial ownership | 207,721 | <1% |
| Ownership Breakdown | Quantity | Notes |
|---|---|---|
| Direct common shares | 98,138 | Held directly |
| Options exercisable or becoming exercisable within 60 days | 109,583 | Near-term exercisability window |
| Outstanding Equity Awards (as of Dec 31, 2024) | Quantity |
|---|---|
| Stock awards (RSUs) outstanding | 161,563 |
| Options outstanding | 105,000 |
- Anti-hedging: Company prohibits directors from engaging in hedging and short-term/speculative transactions in SKYE securities .
- Pledging: No pledging disclosures identified for Grayson; not disclosed in proxy .
Governance Assessment
-
Strengths
- Independent Chairman with separation from CEO role; majority-independent board; Grayson serves across all three key committees, enhancing oversight continuity .
- Active meeting cadence and attendance (≥75% for all directors in 2024) supports engaged governance .
- Use of independent compensation consultant (Anderson Pay Advisors) and structured director pay program; transparent disclosure of committee fees and equity awards .
-
Pay-for-Performance Signals
- Director equity skewed toward at-risk pay: substantial RSU grant for Chairman tied to explicit market cap and stock price hurdles ($750m/$20 to $1.5bn/$35), aligning incentives with shareholder value creation .
- Uniform change-in-control acceleration across director awards may reduce retention risk but can be shareholder-sensitive depending on transaction terms .
-
Potential Conflicts & Watch Items
- Interlocks: Shared Radionetics board service with fellow SKYE director Andrew J. Schwab; significant SKYE ownership by 5AM Ventures entities managed by Schwab; related PIPE financings disclosed and subject to audit committee oversight .
- Prior leadership of Bird Rock Bio (asset acquired by SKYE) could introduce legacy alignment biases; ensure continued independent evaluation of CB1 program strategy .
- Change-in-control single-trigger acceleration for director equity is a governance sensitivity; monitor overall CIC terms and board independence during strategic transactions .
-
Attendance/Engagement
- Board and committees met regularly (Board: 7; Audit: 5; Compensation: 5; Nominating: 4), with directors meeting minimum engagement thresholds .
RED FLAGS
- Single-trigger accelerated vesting for director equity upon change-in-control, which may be viewed as shareholder-unfriendly depending on context .
- Network interlocks (Radionetics; 5AM Ventures) heighten the need for robust related-party oversight to avoid perceived conflicts .