Phillip Schneider
About Phillip Schneider
Phillip Schneider, 69, has served as an independent director of ARS Pharmaceuticals (SPRY) since May 2019. He is a seasoned finance executive and audit “financial expert,” with prior roles including SVP & CFO at IDEC Pharmaceuticals, and earlier experience at Syntex and KPMG (CPA); he holds a B.S. in Biochemistry (UC Davis) and an MBA (USC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEC Pharmaceuticals Corporation | SVP & CFO | 1997–2003 | Led finance/accounting through growth; basis for audit expertise |
| IDEC Pharmaceuticals Corporation | Director of Finance & Administration | 1992–1997 | Finance leadership |
| Syntex Pharmaceuticals Corporation | Management positions | 1985–1987 | Not disclosed |
| KPMG LLP | Audit/tax; attained CPA | 1982–1984 | Public accounting training; CPA credential |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Longboard Pharmaceuticals (Nasdaq: LBPH) | Director | Dec 2020–2024 | Acquired by H. Lundbeck A/S in 2024 |
| Pfenex Inc. | Director | 2014–Oct 2020 | Not disclosed |
| Arena Pharmaceuticals (Nasdaq: ARNA) | Director | 2008–2018 | Not disclosed |
| Auspex Pharmaceuticals (Nasdaq: ASPX) | Director | 2014–2015 | Acquired by Teva (2015) |
| Gen-Probe Inc. | Director | 2002–2012 | Acquired by Hologic (2012) |
Board Governance
- Independence: Board determined Schneider is independent under Nasdaq rules .
- Committees: Audit Committee chair and designated “financial expert”; member, Nominating & Corporate Governance Committee .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board and committee meetings .
- Committee activity: 2024 meetings — Audit (5), Compensation (2), Nominating (1), Commercial (1) .
Fixed Compensation
| Component (2024) | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director retainer (2024 policy) |
| Audit Committee chair fee | $20,000 | Chair; member fees not applicable to chairs |
| Nominating & Corporate Governance member fee | $5,000 | Member fee (not chair) |
| Total cash fees earned | $65,000 | Matches policy components above |
Policy changes effective April 2025: cash retainer increased to $50,000; Chair of Board to $35,000; initial option grant reduced to 60,000 shares; annual option grant reduced to 30,000 shares .
Performance Compensation
| Equity/Metric | 2024 Value/Terms | Vesting/Conditions | Notes |
|---|---|---|---|
| Option awards (grant-date fair value) | $232,932 | Annual grant policy: 40,000 options at each annual meeting; vest on earlier of 1st anniversary or next annual meeting | Director options; value computed per ASC 718 |
| Outstanding options (12/31/2024) | 310,470 options | Standard 10-year term under plan | Aggregate outstanding for Schneider |
| Exercisable within 60 days of 3/31/2025 | 270,470 shares via options | Exercisable options as of the reference date | Balance likely unexercisable relates to recent annual grant |
| Change-in-control treatment | Director options accelerate upon “change in control” (2020 Plan) | Accelerated vesting | Applies to all director options |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Interlocks/overlaps | The proxy’s related-person transactions involve other directors/executives (Saunders consulting; Shah/Marlinspike; Lowenthal/Tanimoto PLC; Aegis assignment to OrbiMed), with no mention of Schneider as a related person in these transactions . |
| Current public boards | None disclosed for Schneider as of the proxy date; prior public boards listed above . |
Expertise & Qualifications
- Financial expert: Board designated Schneider as Audit Committee “financial expert,” citing formal education, CFO experience, and KPMG background .
- Domain experience: Extensive finance/accounting leadership in biopharma; board experience across multiple public companies .
- Education: B.S. Biochemistry (UC Davis); MBA (USC) .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (3/31/2025) | 270,470 shares (acquirable via options within 60 days) |
| Ownership % | <1% (“*” per table) |
| Options outstanding (12/31/2024) | 310,470 options |
| Shares pledged/hedging | Company policy prohibits pledging, short sales, options/hedging for directors |
Stock ownership guidelines for directors: not disclosed in the proxy; compliance status not disclosed.
Governance Assessment
- Strengths: Independent director; Audit Committee chair with SEC-defined financial expert designation; no related-party transactions disclosed involving Schneider; attendance above 75% threshold; robust insider trading policy banning hedging/pledging for directors .
- Alignment: Receives annual equity options (40,000 in 2024), with vesting tied to tenure; beneficial ownership primarily through exercisable options (270,470) suggests ongoing economic alignment albeit limited outright share holdings reported .
- Compensation signals: 2025 policy shifts increase cash retainers while reducing equity grant sizes (initial and annual), modestly tilting mix toward cash; option acceleration upon change-in-control remains in place .
- RED FLAGS: None specifically tied to Schneider disclosed; broader board-related party arrangements with other directors exist but no indication of Schneider’s involvement .