Andrew R. Neill
About Andrew R. Neill
Andrew R. Neill, age 39, is Chief Financial Officer (CFO) of Shattuck Labs (since March 2021), following prior roles as VP Finance & Corporate Development (July 2020–March 2021) and VP Corporate Development & Strategy (May 2017–July 2020). He co-founded Lumos Pharma (2010–2016) and was an analyst at Innovations in Drug Development (2009–2014). He holds a B.B.A. from Texas Christian University and an M.B.A. (Healthcare Management and Finance) from The Wharton School (Kaiser Fellow). Company TSR, revenue growth, and EBITDA growth metrics tied to his tenure were not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shattuck Labs | VP Corporate Development & Strategy | 2017–2020 | Built BD/strategy foundation ahead of CFO role; supported pipeline/business objectives |
| Shattuck Labs | VP Finance & Corporate Development | 2020–2021 | Led finance and corporate development prior to appointment as CFO |
| Lumos Pharma | Co-founder | 2010–2016 | Early-stage company building in rare disease therapeutics |
| Innovations in Drug Development, LLC | Analyst | 2009–2014 | Research and consulting across pharma/biotech programs |
External Roles
No external public company directorships or committee roles disclosed for Mr. Neill .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Notes |
|---|---|---|---|---|
| 2025 | 467,160 | 40% | — | Employment agreement amended; target % explicitly 40% |
| 2024 | 458,000 | 40% | 183,200 | Target set by Compensation Committee at start of year |
| 2023 | 430,000 | — | — | EGC disclosure did not state 2023 target % for Mr. Neill |
Performance Compensation
| Metric | Target | Actual | Payout (%) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | $183,200 | $109,920 | 60% of corporate goals | N/A | Goals: SL-172154 clinical milestones; preclinical R&D; manufacturing improvements; BD objectives; plus individual performance assessment |
Equity Incentives (Design and Vesting)
- Stock options: Standard time-based vesting—25% on first anniversary of grant and remaining 75% in equal installments over 36 months; 10-year term; exercise prices per grant below .
- Restricted Stock Units (RSUs): Four equal annual installments on grant anniversaries .
- No performance-vesting equity disclosed for Mr. Neill; CEO has price-vesting awards, but Neill’s awards are time-based .
Equity Awards (Detail)
Options Outstanding (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 09/19/2018 | 43,705 | — | 2.95 | 09/19/2028 |
| 12/04/2019 | 68,500 | — | 3.17 | 12/04/2029 |
| 08/06/2020 | 20,550 | — | 4.67 | 08/06/2030 |
| 12/22/2020 | 14,608 | — | 53.02 | 12/22/2030 |
| 01/10/2022 | 48,599 | 18,051 | 7.43 | 01/10/2032 |
| 01/25/2023 | 33,470 | 36,380 | 3.57 | 01/25/2033 |
| 01/10/2024 | — | 113,000 | 10.09 | 01/10/2034 |
RSUs Outstanding (as of 12/31/2024)
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 01/10/2022 | 16,662 | 20,161 |
| 01/25/2023 | 26,193 | 31,694 |
| 01/10/2024 | 56,500 | 68,365 |
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (Apr 1, 2025) | 386,594 shares (less than 1%) |
| Composition | 105,278 shares + 281,316 options exercisable within 60 days |
| Shares outstanding (Record date table basis) | 47,899,240 |
| Hedging/derivatives policy | Prohibited (short sales, publicly traded options/derivatives, hedging transactions) |
| Pledging | No pledging disclosure; policy does not expressly permit pledging |
- Vested vs. unvested: See options and RSU tables above for exercisable/unexercisable and unvested detail .
- Insider activity signal: One Form 4 for Mr. Neill—covering grants of RSUs, stock options, and a sale of common stock—was filed late due to administrative error (timeliness red flag; magnitude not disclosed) .
Employment Terms
| Provision | Non–Change-in-Control Termination | Change-in-Control (CIC) Window Termination |
|---|---|---|
| Severance cash | 1× annual base salary | 1.5× (base salary + target annual bonus) |
| Bonus treatment | Earned but unpaid prior-year bonus + pro-rata current-year bonus based on actual performance | Included via 1.5× multiple of target bonus |
| Equity vesting | Accelerate all unvested pre–Dec 1, 2020 awards (performance awards at target) | Full acceleration of all outstanding equity awards |
| COBRA benefits | Company-paid premiums up to 12 months | Company-paid premiums up to 18 months |
| Triggers | At-will; “Good Reason” includes pay reduction, title/duties diminution, relocation >25 miles, failure to pay | Double-trigger: termination without cause or resignation for good reason within 30 days prior to, or 12 months following, CIC |
| Cause definition | Felony/Crime of moral turpitude; willful malfeasance/misconduct; fraud; material breach | |
| CIC definition | >50% voting stock change; sale of substantially all assets; merger/reorg unless prior holders retain >50% vote post-transaction | |
| 280G treatment | Best-of: full payments vs. cutback to $1 below 3× base amount, whichever yields greater after-tax value | |
| Clawback | Rule 10D-1 compliant—recoup excess incentive comp upon required restatement (prior 3 fiscal years) | |
| Insider trading policy | Prohibits short-term trading, short sales, trading puts/calls, hedging transactions |
Compensation Structure Analysis
- Mix shift toward equity: Stock awards increased from $124,682 (2023) to $570,085 (2024), and option awards from $183,119 (2023) to $900,565 (2024), while cash bonus declined from $172,000 (2023) to $109,920 (2024), indicating higher equity-at-risk emphasis for 2024 .
- Pay-for-performance: 2024 corporate goals paid at 60% of target, directly reducing bonus payout; equity remains time-based for Neill (no disclosed PSU/price-vesting), which lowers direct linkage vs. hard performance hurdles but maintains retention through vesting .
- No repricing/modification disclosed: Proxy states no timing or manipulation of material nonpublic information to affect award value; no option repricing noted during 2024 .
Risk Indicators & Red Flags
- Late Section 16(a) filing: One late Form 4 for Mr. Neill (including a sale), attributed to administrative error—monitor for pattern risk and potential selling pressure around vesting windows .
- Related party/loans: No loans or related party transactions tied to Mr. Neill disclosed; Redmile private placement noted but not involving Neill personally .
- Hedging/derivatives prohibited: Alignment preserved by policy; pledging not disclosed—continue to monitor for any pledging emergence .
Investment Implications
- Alignment: Beneficial ownership is modest (<1%), but significant unvested equity and options with multi-year vesting align Neill with medium-term value creation; no hedging allowed, and CIC terms provide meaningful retention around strategic events .
- Incentive calibration: 2024 bonus payout at 60% shows discipline; however, absence of explicit performance-vested equity for Neill (vs. CEO price hurdles) suggests time-based equity dominates his incentive mix—less direct linkage to operational KPIs (monitor future PSU adoption) .
- Retention risk: Standard 1× severance and 1.5× CIC protection with full acceleration in CIC window reduce departure risk near transactions; COBRA benefits bolster retention economics .
- Trading signals: Late Form 4 including a sale is a minor governance/timing flag; continued tracking of Form 4 activity, vesting schedules, and blackout windows advisable for anticipating potential supply from insider sales .