Frances Schulz
About Frances D. Schulz
Independent director of Senti Biosciences since December 9, 2024 (Class I; term ends 2026), age 61, and a CPA licensed in California. Schulz was a founding member and senior partner of Ernst & Young’s Life Sciences Practice (1987–2023), bringing deep audit, financial reporting, and biotech industry expertise; she currently chairs Senti’s Audit Committee and is designated the board’s “audit committee financial expert.” Education: B.S. in Business Administration, Menlo College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Founding member and senior partner, Life Sciences Practice | Nov 1987–Jun 2023 | Leadership across life sciences audit and advisory |
| Women in Bio (National Board) | Board Member; Audit Committee Chair; Finance Committee Chair | 2013–2023 | Governance and finance leadership |
| California Life Sciences Industry Association | Board Member; Audit Committee member | Prior role (dates not specified) | Industry advocacy and audit oversight |
External Roles
| Organization | Public/Private | Role | Tenure | Committees |
|---|---|---|---|---|
| EDAP TMS SA (Nasdaq: EDAP) | Public | Board Member; Audit Committee Chair | Since Jul 2024 | Audit Committee Chair |
| Menlo College | Non-profit/Academic | Board Member; Audit Committee Chair; ex‑officio Finance Committee; Governance & Investment Committee member | Since Nov 2019 | Audit Chair; Finance (ex‑officio); Governance & Investment |
Board Governance
- Committee assignments: Audit Committee Chair; members: Schulz (Chair), Feng Hsiung, and Edward Mathers. Schulz is designated the “Audit Committee financial expert.” Independence confirmed under Nasdaq rules for all members .
- Independence: The board determined Schulz is independent (also: Cooperstone, Mathers, Hsiung, Collins) .
- Attendance: In 2024, each director (measured for their period of service) attended at least 75% of combined board and committee meetings; directors attended the 2024 annual meeting .
- Board structure: No chair or lead independent director; CEO presides over board meetings. Board reviews leadership structure periodically as part of risk oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) – 2024 | $2,656 | Pro‑rated for December 2024 start |
| Option Awards – 2024 (Grant‑date fair value) | $61,954 | Initial director grant; ASC 718 fair value |
| Total – 2024 | $64,610 | Sum of cash and options |
Non‑Employee Director Compensation Policy (effective March 7, 2025):
| Role/Fee | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $35,000 | Paid quarterly in arrears |
| Non‑Executive Chair (add’l) | $30,000 | If applicable |
| Audit Committee Chair | $15,000 | Add’l retainer |
| Audit Committee Member (non‑chair) | $7,500 | Add’l retainer |
| Compensation Committee Chair | $15,000 | Add’l retainer |
| Compensation Committee Member (non‑chair) | $7,500 | Add’l retainer |
| Nominating & Corporate Governance Chair | $8,000 | Add’l retainer |
| Nominating & Corporate Governance Member (non‑chair) | $4,000 | Add’l retainer |
Legacy policy in effect through March 6, 2025 had the same cash retainer structure; equity sizes differed (see next section) .
Performance Compensation
Equity Award Structure for Non‑Employee Directors:
| Award Type | Grant Size | Vesting | Term | Exercise Price | Change‑of‑Control |
|---|---|---|---|---|---|
| Initial Award (through Mar 6, 2025) | 125,000 options (pre 1‑for‑10 split; 12,500 post‑split reflected outstanding at YE 2024) | 36 equal monthly installments over 3 years | 10 years | Closing price on grant date | Full acceleration upon Change of Control (2022 Plan definition) |
| Annual Award (through Mar 6, 2025) | 62,500 options | Vests in full by next annual meeting or 1 year | 10 years | Closing price on grant date | Full acceleration upon CoC |
| Initial Award (on/after Mar 7, 2025) | 43,900 options | 36 equal monthly installments over 3 years | 10 years | Closing price on grant date | Full acceleration upon CoC (A&R 2022 Plan) |
| Annual Award (on/after Mar 7, 2025) | 21,950 options | Vests in full by next annual meeting or 1 year | 10 years | Closing price on grant date | Full acceleration upon CoC |
Notes:
- 2024 non‑employee director grants outstanding at year‑end: Schulz had 12,500 options outstanding as of December 31, 2024 (post 1‑for‑10 reverse split) .
Other Directorships & Interlocks
| Company/Entity | Relationship to SNTI | Potential Interlock/Conflict Consideration |
|---|---|---|
| EDAP TMS SA | No disclosed related‑party dealings with SNTI | No related‑party transaction disclosed involving Schulz; no EDAP linkage in SNTI related‑party section |
| Menlo College; Women in Bio; California Life Sciences | Non‑profit/industry roles | No SNTI related‑party transactions disclosed involving Schulz |
Expertise & Qualifications
- CPA (California); designated “Audit Committee financial expert”; extensive audit/finance leadership in life sciences at EY .
- Brings public company audit chair experience (EDAP) and broad governance exposure in non‑profits/academia .
- Education: B.S., Business Administration (Menlo College) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (SNTI common) | 2,085 shares | Options exercisable within 60 days of April 28, 2025; <1% of shares outstanding |
| Options Outstanding (12/31/2024) | 12,500 | Aggregate options outstanding as of YE 2024 (post‑split) |
| Ownership as % of shares outstanding | <1% | As disclosed in principal stockholders table |
| Hedging/Pledging | Prohibited; none of the non‑employee directors have engaged in hedging or pledging transactions in company securities as of the proxy date | Insider Trading Policy prohibits hedging/pledging |
Governance Assessment
Strengths
- Independent director with deep audit/accounting expertise; Audit Committee Chair and SEC‑recognized “financial expert,” bolstering financial reporting oversight and investor confidence .
- Strong engagement indicators: 2024 attendance threshold met for all directors (measured over period of service); directors attended the 2024 annual meeting .
- Director pay structure is modest in cash with equity that vests over time, aligning incentives; change‑of‑control acceleration is disclosed and standardized under the equity plan .
Risks/Watch‑items
- Board leadership: No chair or lead independent director; CEO presides over board meetings—reduces formal independent counterbalance at the board level; places greater weight on Audit Chair effectiveness .
- Short SNTI board tenure (appointed Dec 9, 2024); continued monitoring of oversight effectiveness warranted as she ramps into the role and chair responsibilities .
- Related‑party environment: SNTI has significant strategic/financing relationships (e.g., Celadon Partners SPV 24; NEA) involving other directors; while no Schulz‑specific related‑party transactions were disclosed, Audit oversight remains a key safeguard to manage potential conflicts across the boardroom .
RED FLAGS
- None specifically disclosed for Schulz (no related‑party transactions, no legal proceedings, no hedging/pledging, independence affirmed). Continued vigilance advisable given concentrated holders and prior related‑party transactions involving other directors/affiliates .