Tu Diep
About Tu Diep
Tu Diep, age 44, is Chief Operating Officer at Skye Bioscience, appointed in January 2025 after serving as Chief Development Officer (January 2022–December 2024) and Senior Vice President of Development (October 2020–January 2022). He holds a B.A. in Human Kinetics from the University of British Columbia (2004) and an M.S. from the University of Toronto (2006). Prior roles include Director of Business Process at Element Bioscience, President at Emerald Health Bioceuticals, VP of Strategic Operations at Emerald Health Sciences USA, and founding employee at OncoSec Medical, where he led initial melanoma and Merkel cell carcinoma trials and the Merck Keytruda collaboration (KEYNOTE‑695) . Company pay-versus-performance disclosure shows cumulative TSR corresponding to a $100 investment at $31.15 (2022), $20.92 (2023), and $21.77 (2024), alongside net losses of $(19.48)M, $(37.64)M, and $(26.57)M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skye Bioscience | Chief Operating Officer | Jan 2025–present | Executive operations leadership |
| Skye Bioscience | Chief Development Officer | Jan 2022–Dec 2024 | Led development strategy (details not disclosed) |
| Skye Bioscience | SVP Development | Oct 2020–Jan 2022 | Development leadership (details not disclosed) |
| Element Bioscience | Director of Business Process | Mar 2020–Oct 2020 | Business process leadership for AVITI sequencing platform |
| Emerald Health Bioceuticals | President | Oct 2019–Jan 2020 | Executive leadership (details not disclosed) |
| Emerald Health Sciences USA | VP Strategic Operations | Jul 2018–Oct 2019 | Strategic operations in endocannabinoid science investments |
| OncoSec Medical (NASDAQ:ONCS) | Founding employee; BD Lead and clinical leadership roles | 2011–2018 | Initiated first melanoma/MCC trials; established Merck Keytruda collaboration; launched KEYNOTE‑695 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external board or director roles disclosed in proxy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 358,333 | 40% (effective Feb 29, 2024) | 117,179 | Non‑equity incentive based on corporate and individual goals; determined by Comp Committee/Board |
| Effective Feb 24, 2025 | 440,000 | Not specified beyond 40% in 2024 | — | Employment agreement updated base; at‑will employment |
| Employment agreement inception (Oct 5, 2020) | 250,000 | 35% | — | Initial terms; standard executive benefits |
Performance Compensation
Annual Cash Incentive
| Year | Metric(s) | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | Corporate and individual performance goals (specific KPIs not disclosed) | Not disclosed | Not disclosed | 117,179 | Annual cash incentive as determined by Compensation Committee/Board |
RSUs (Market-Based)
| Grant Date | Shares | Performance Metric | Targets | Status as of 12/31/2024 | Notes |
|---|---|---|---|---|---|
| Feb 29, 2024 | 25,000 | Market cap and stock price hurdles | 25% at $750M & $20; +25% at $1B & $25; +25% at $1.25B & $30; +25% at ≥$1.5B & $35 | Unvested; 25,000 unearned units; market value $70,750 (based on 12/31/2024 close) | Change-in-control/Death/Disability accelerates full vesting |
| Aug 25, 2023 (modified Aug 22, 2024) | Not specified in proxy; outstanding unearned units shown | Vesting condition modified from performance-based to market-based | Not detailed; modified due to improbability of prior condition | 5,363 unearned units; market value $15,177 | Incremental fair value from modification included in 2024 stock awards; Diep incremental $21,272 |
| Sep 29, 2023 (modified Aug 22, 2024) | Not specified in proxy; outstanding unearned units shown | Vesting condition modified from performance-based to market-based | Not detailed; modified due to improbability of prior condition | 12,846 unearned units; market value $36,354 | Modification treatment per ASC 718; vesting accelerates on change-in-control |
Stock Options
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule | Notes |
|---|---|---|---|---|---|---|
| Oct 5, 2020 | 8,000 | 0 | 11.25 | 10/5/2030 | Fully vested | From prior role tenure |
| Dec 14, 2021 | 5,310 | 1,770 | 14.50 | 12/14/2031 | 25% at 1st anniversary; then 1/48 monthly for 3 years | Standard plan vesting |
| Aug 25, 2023 | 3,065 | 6,129 | 3.50 | 8/25/2033 | Not detailed beyond standard plan | Outstanding at FY‑end |
| Sep 29, 2023 | 7,340 | 14,681 | 3.50 | 9/29/2033 | Not detailed beyond standard plan | Outstanding at FY‑end |
| Feb 29, 2024 | 15,625 | 59,375 | 14.56 | 3/1/2034 | Four-year monthly vesting | Granted alongside market-based RSUs |
| Oct 28, 2024 | 5,208 | 119,792 | 5.15 | 10/28/2034 | Four-year monthly vesting | Board authorized after market assessment; standard schedule |
Equity Award Timing and MNPI Safeguards
- Company states it does not time equity awards around MNPI; 2024 grants near 8‑K filings disclosed with price change context; Diep received options on 2/29/2024 ($14.56) and 10/28/2024 ($5.15) with market move disclosure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 117,943 shares; less than 1% of outstanding shares |
| Vested vs unvested breakdown | See outstanding awards: multiple grants of options (various exercisable/unexercisable) and unearned RSUs as of 12/31/2024 |
| Ownership guidelines | Not disclosed in proxy for Diep |
| Pledging/Hedging | No pledging/hedging by Diep disclosed; compensation recovery (clawback) policy adopted for erroneously paid incentive comp on/after Oct 2, 2023 in event of restatement |
| Alignment features | Market-based RSU hurdles (market cap/price), change-in-control acceleration of options and RSUs |
Outstanding Equity Awards Snapshot (as of 12/31/2024)
| Award Type | Shares/Units | Status | Market Value ($) |
|---|---|---|---|
| RSUs (Aug 25, 2023) | 5,363 | Unearned | 15,177 |
| RSUs (Sep 29, 2023) | 12,846 | Unearned | 36,354 |
| RSUs (Feb 29, 2024) | 25,000 | Unearned | 70,750 |
| Options (multiple grants) | See grant-level table above | Mixed exercisable/unexercisable | N/A (strike-specific) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At‑will |
| Base salary trajectory | $250,000 at inception (Oct 5, 2020); increased to $370,000 effective Feb 29, 2024; increased to $440,000 effective Feb 24, 2025 |
| Bonus eligibility | Discretionary; 35% initially; increased to 40% effective Feb 29, 2024 |
| Severance | If terminated by the Company (other than for Cause/Death/Disability): 6 months of then-current base salary; no severance if Cause/Death/Disability or voluntary termination |
| Change-in-control treatment | All stock options and RSUs vest in full upon Change in Control, or on death or disability |
| Clawback policy | Executives subject to compensation recovery for erroneously paid incentive comp after Oct 2, 2023 upon restatement (SEC/Nasdaq compliant) |
| Perquisites/Benefits | Participation in health/welfare plans; company-paid term life and disability insurance; 401(k) participation on same terms as employees; no other significant perquisites |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR – value of $100 investment ($) | 31.15 | 20.92 | 21.77 |
| Net Income (Loss) ($) | (19,481,602) | (37,644,784) | (26,567,123) |
- Notable achievements prior to Skye: initiated first melanoma and MCC trials at OncoSec; established Merck Keytruda collaboration; launched KEYNOTE‑695 .
Compensation Structure Analysis
- RSU modifications: August 22, 2024 change from performance-based to market-based conditions; incremental fair value added to 2024 stock awards (Diep: $21,272) — a structural change that may ease vesting hurdles vs prior metrics .
- Equity mix: Significant option grants in 2024 at two strike levels ($14.56 and $5.15) with standard 4‑year monthly vesting; market-based RSUs tied to ambitious market cap/price thresholds ($750M/$20 to ≥$1.5B/$35) .
- Cash vs equity: 2024 total compensation $2,207,168 with stock awards $376,585, option awards $1,355,071, and cash incentive $117,179, indicating high equity-at-risk aligned to market outcomes .
Risk Indicators & Red Flags
- RSU vesting condition modification (Aug 22, 2024) with added fair value may signal easing of targets; monitor future modifications or repricing behavior .
- Change-in-control acceleration across all awards introduces potential transaction‑timing incentive misalignment; retention risk mitigated by acceleration but may amplify near‑term event sensitivity .
- Company-level TSR depressed in 2023–2024 and persistent net losses, suggesting pay-versus-performance scrutiny for non‑PEO NEOs including Diep .
Equity Ownership & Selling Pressure Assessment
- Proxy shows beneficial ownership and outstanding awards; specific Form 4 transactions for Diep were not retrievable via the insider-trades API during this session. Based on proxy data, large unvested option tranches and unearned RSUs imply future vesting events could create selling pressure upon vesting or exercise; monitoring Form 4s remains essential .
Investment Implications
- Alignment: Market-based RSUs with stringent market cap/price hurdles strongly tie upside to shareholder value creation; option grants align via long-dated vesting schedules. Full vesting on change-in-control, however, can skew incentives toward transactions over steady execution .
- Retention: Severance is modest (0.5x base), but significant unvested equity provides retention incentive; acceleration on change-in-control reduces “stickiness” in event scenarios .
- Pay-for-performance: 2024 compensation includes substantial equity-at-risk; RSU modifications in 2024 and multiple option grants warrant vigilance for compensation structure drift and dilution risk if further equity is issued .
- Trading signals: Watch for Form 4 activity (option exercises, RSU releases, tax withholdings) around vesting schedules and any progress toward market cap/price RSU triggers; absent Form 4 data here, proxy indicates significant unearned RSUs and unexercisable options as of 12/31/2024 .