DEF 14A of Absci Corp
Filed Apr 23, 2024 · FY20230001628280-24-017379
How can I find out the results of the voting at the Annual Meeting?
| | Sean McClain is our Founder and has served as our Chief Executive Officer since August 2011, as a member of our board of directors since the formation of Absci Corporation in October 2020, and a managing member of our predecessor, Absci LLC, since inception. Mr. McClain also serves as a board member for the Oregon Translational Research and Development Institute (OTRADI), a non-profit biosciences-focused incubator, and Life Science Washington, a non-profit trade association. Mr. McClain holds a Bachelor of Science degree in Molecular and Cellular Biology from the University of Arizona. We believe Mr. McClain is qualified to serve on our board of directors due to his experience as our Founder and CEO, strong technical and scientific knowledge, and extensive knowledge of our company and industry. | | Sean McClain Director Since 2011 Age 34 | |
How can I find out the results of the voting at the Annual Meeting?
| | Amrit Nagpal has served as a member of our board of directors since October 2020. He is currently a Managing Director at Redmile Group, LLC, a healthcare-focused investment firm. Prior to joining Redmile in January 2013, Mr. Nagpal spent ten years at Weintraub Capital Management LP, an investment firm based in San Francisco, CA, as both an analyst and portfolio manager. Prior to Weintraub, Mr. Nagpal was an associate and an analyst at Robertson Stephens, a San Francisco-based investment bank. Mr. Nagpal holds a B.A. in Economics from Columbia University and an M.B.A. from The Anderson School at University of California, Los Angeles. We believe Mr. Nagpal is qualified to serve on our board of directors due to his extensive investment, capital markets, and corporate strategy expertise in the biotech and therapeutic development industries. | | Amrit Nagpal Director Since 2020 Age 49 | |
How can I find out the results of the voting at the Annual Meeting?
| | Joseph Sirosh, Ph.D. has served as a member of our board of directors since January 2022. Dr. Sirosh is currently the CEO and President of CreatorsAGI Inc, and recently served as Vice President of Amazon's Alexa Shopping group from October 2022 to November 2023. Previously, Dr. Sirosh served as the Chief Technology Officer of Compass, Inc. from December 2018 to August 2022 and held various positions at the Microsoft Corporation from July 2013 to December 2018, including Chief Technology Officer of Artificial Intelligence. During his tenure at Microsoft, Dr. Sirosh led product and engineering teams with responsibility for the enterprise database, Big Data, and machine learning products. Prior to Microsoft, Dr. Sirosh served as a Vice President of Technology at Amazon.Com, Inc., from December 2004 to July 2013, where he built the machine learning and Transaction Risk Management teams. Dr. Sirosh holds a B. Tech in Computer Science and Engineering from the Indian Institute of Technology, Madras, and an M.S. in Computer Science and a Ph.D. in Neural Networks from the University of Texas at Austin. We believe that Dr. Sirosh is qualified to serve on our board of directors due to his extensive experience in the fields of artificial intelligence and machine learning. | | Joseph Sirosh, Ph.D. Director Since 2022 Age 55 | |
Directors Continuing in Office
Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2024.
Directors Continuing in Office
| Name | Positions and Offices Held with Absci Corporation | Director Since | Class and Year in Which Term Will Expire | Age | | Frans van Houten | Director | 2023 | Class I—2025 | 63 | | Karen McGinnis, CPA | Director | 2020 | Class I—2025 | 57 | | Prof Sir Menelas Pangalos, Ph.D. | Director | 2024 | Class II—2026 | 57 | | Daniel Rabinovitsj | Director | 2022 | Class II—2026 | 59 |
Directors Continuing in Office
| | Proposal No. 1 | 14 |
Directors Continuing in Office
Class I Directors (Term Expires at 2025 Annual Meeting)
Directors Continuing in Office
| | Frans van Houten has served as a member of our board of directors since June 2023. Mr. van Houten has also served as an independent director of Novartis AG since February 2017, Castor EDC since May 2023, Synthesis Health Inc. since May 2023 and Affidea Group since January 2024. Mr. van Houten also currently serves as Chair of Graduate Entrepreneur, a start-up venture fund and ecosystem which he co-founded in January 2020. Previously, Mr. van Houten was the Chief Executive Officer and Chair of the Board of Management and Executive Committee of Royal Philips NV from March 2011 until October 2022. Mr. van Houten served as Chief Executive Officer for NXP Semiconductors NV from October 2004 until December 2008 and in various managerial positions at Royal Philips from 1986 until 2004. Mr. van Houten also served as Co-Chair of the World Economic Forum in 2017 and Co-Founder and Co-Chair of the Platform for Accelerating the Circular Economy (PACE). Mr. van Houten received MSc and bachelor's degrees in economics from Erasmus University in Rotterdam. We believe Mr. van Houten is qualified to serve on our board of directors due to his extensive executive, corporate strategy and operations expertise. | | Frans van Houten Director Since 2023 Age 63 | |
Directors Continuing in Office
| | Karen McGinnis, CPA has served as a member of our board of directors since August 2020. Ms. McGinnis has also served as an independent director of Alphatec Holdings, Inc. since June 2019, Sonendo, Inc. from October 2021 to March 2024, and Biosplice Therapeutics, Inc. from April 2021 until March 2023. Ms. McGinnis was Vice President and Chief Accounting Officer of Illumina, Inc. from November 2017 until her retirement on April 2, 2021. Ms. McGinnis also served as the Chief Executive Officer and President of Mad Catz Interactive Inc. from February 2016 to March 2017, the Chief Financial Officer of Mad Catz Interactive Inc. from June 2013 to February 2016 and served as the Chief Accounting Officer of Cymer, Inc. from November 2009 to June 2013. Previously, Ms. McGinnis served as Chief Accounting Officer for Insight Enterprises, Inc., from September 2006 until March 2009, its Senior Vice President of Finance from 2001 through September 2006 and its Vice President of Finance from 2000 through 2001. From 1997 to 2000, she served as the Chief Financial Officer of Horizon. Prior to Horizon, Ms. McGinnis was employed by KPMG LLP from 1989 to 1997 and served as its Senior Assurance Manager. Ms. McGinnis is a Certified Public Accountant and received a bachelor's degree in accounting from the University of Oklahoma. We believe Ms. McGinnis is qualified to serve on our board of directors due to her extensive executive, accounting and financial expertise. | | Karen McGinnis, CPA Director Since 2020 Age 57 | |
Directors Continuing in Office
| | Proposal No. 1 | 15 |
Directors Continuing in Office
Class II Directors (Term Expires at 2026 Annual Meeting)
Directors Continuing in Office
| | Prof Sir Menelas Pangalos, Ph.D. has served as a member of our board of directors since January 2024. Sir Pangalos previously served as AstraZeneca's Executive Vice-President of R&D BioPharmaceuticals from January 2019 to March 2024 and in various Executive Vice-President roles for AstraZeneca since 2010. Prior to joining AstraZeneca, Sir Pangalos held senior R&D roles, including Senior Vice President, at Pfizer, Wyeth Research and GlaxoSmithKline. In 2019, Sir Pangalos was awarded a knighthood from Her Majesty The Queen of the United Kingdom of Great Britain and Northern Ireland. Sir Pangalos holds Honorary Doctorates from Glasgow University and Imperial College, London, is a Fellow of the Royal Society, the Academy of Medical Sciences, the Royal Society of Biology and Clare Hall, University of Cambridge. Sir Pangalos has taught as a Visiting Professor of Neuroscience at Kings College in the Wolfson Centre for Age-Related Diseases since 2005. Sir Pangalos was also an Adjunct Professor of Neuroscience from 2007 to 2010 at the Institute of Neurological Sciences at Penn University. Sir Pangalos received a Ph.D. in Neurochemistry and undergraduate degree in Biochemistry from the University of London. We believe Sir Pangalos is qualified to serve on our board of directors due to his extensive experience in drug discovery, development, research and R&D operations. | | Prof Sir Menelas Pangalos, Ph.D. Director Since 2024 Age 57 | |
Directors Continuing in Office
| | Daniel Rabinovitsj has served as a member of our board of directors since November 2022. Mr. Rabinovitsj has served as a Vice President of Meta, the parent company of Facebook, and Facebook since August 2018. Previously, Mr. Rabinovitsj served as Chief Operating Officer of Ruckus Wireless, Inc., a global supplier of advanced wireless systems for the mobile Internet infrastructure market, from October 2014 until its acquisition by ARRIS International plc in December 2017. From 2011 to September 2014, Mr. Rabinovitsj served as Senior Vice President of Qualcomm Atheros, Inc.'s wired and wireless networking and small cell infrastructure business. Prior to Qualcomm Atheros, Mr. Rabinovitsj served in a number of executive management positions at companies including Atheros Communications, NXP Semiconductors, ST Ericsson, and Silicon Labs. Mr. Rabinovitsj previously served as a board member of QuickLogic Corporation and a private company developing intellectual property based upon machine learning to improve communication and other systems. Mr. Rabinovitsj received an M.A. in Asian Studies and a B.A. in Philosophy from the University of Texas at Austin. We believe Mr. Rabinovitsj is qualified to serve on our board of directors due to his extensive executive, operations and technical expertise as well as his previous experience serving as a public company board member. | | Daniel Rabinovitsj Director Since 2022 Age 59 | |
Directors Continuing in Office
| | Proposal No. 1 | 16 |
Directors Continuing in Office
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our current directors and any other person or persons pursuant to which such director is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us.
Directors Continuing in Office
| | Proposal No. 2 | 17 |
Directors Continuing in Office
Proposal No. 2 Ratification of the Appointment of Ernst & Young LLP as Absci Corporation's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 Absci’s stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Ernst & Young LLP has served as Absci’s independent registered public accounting firm since 2021. The audit committee is solely responsible for selecting Absci’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interests of Absci and our stockholders. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if the representative desires to do so and to respond to appropriate questions from our stockholders. We incurred the following fees from Ernst & Young LLP for the audit of the financial statements and for other services provided with respect to the years ended December 31, 2023 and 2022:
Directors Continuing in Office
| | 2023 ($) | 2022 ($) | | Audit fees(1) | 1,243,811 | 1,053,500 | | Audit-Related fees(2) | — | — | | Tax fees(3) | — | — | | All other fees(4) | — | — | | Total fees | 1,243,811 | 1,053,500 |
Directors Continuing in Office
(1)Audit fees consist of fees billed for the audit of our financial statements included in the annual report, the review of our interim financial statements included in our quarterly reports on Form 10-Q, comfort letter procedures related to the filing of a prospectus supplement to a registration statement on June 16, 2023, comfort letter procedures related to the filing of a registration statement on Form S-3 on August 24, 2022, and reviewing our response to an SEC comment letter. (2)There were no audit-related fees in 2023 or 2022.
Directors Continuing in Office
| | Proposal No. 2 | 18 |
Directors Continuing in Office
(3)There were no tax fees incurred in 2023 or 2022. (4)There were no other fees incurred in 2023 or 2022.
Vancouver, WA 98683
| | Director Compensation | 31 |
Vancouver, WA 98683
In addition, during 2023, under our policy (until it was amended in May 2023), upon initial election to our board of directors, each non-employee director was eligible to receive a stock option grant to purchase 57,400 shares of our common stock, subject to vesting in 36 equal monthly installments following the applicable vesting commencement date, subject to continued service as a director through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each continuing non-employee director was eligible to receive an annual stock option grant to purchase 28,700 shares of our common stock, subject to vesting in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. If an individual commenced service as an non-employee director within the twelve (12) months immediately preceding such annual meeting, then the annual grant awarded to such non-employee director was to be prorated based on the number of whole months that the individual served as a non-employee director prior to the grant date of the annual grant during the twelve (12) month period immediately preceding such annual meeting (with any resulting fractional share rounded down to the nearest whole share). All of the foregoing awards are subject to full accelerated vesting upon a sale of the Company.
Vancouver, WA 98683
| | Director Compensation | 32 |
Vancouver, WA 98683
Effective May 4, 2023, our board of directors approved a revised non-employee director compensation policy. Under the revised policy, upon initial election to our board of directors, each non-employee director was eligible to receive a stock option grant to purchase 106,200 shares of our common stock, subject to vesting in 36 equal monthly installments following the applicable vesting commencement date, subject to continued service as a director through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each continuing non-employee director was eligible to receive an annual stock option grant to purchase 53,100 shares of our common stock, subject to vesting in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. If an individual commenced service as an non-employee director within the twelve (12) months immediately preceding such annual meeting, then the annual grant awarded to such non-employee director will be prorated based on the number of whole months that the individual served as a non-employee director prior to the grant date of the annual grant during the twelve (12) month period immediately preceding such annual meeting (with any resulting fractional share rounded down to the nearest whole share). All of the foregoing awards are subject to full accelerated vesting upon a sale of the Company.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024 At the recommendation of our Compensation Committee, we adopted an Amended and Restated Non-Employee Director Compensation Policy on March 28, 2024. Under the amended policy, in addition to the cash compensation described above, upon initial election to our board of directors, each non-employee director will be granted a stock option award with a Value (as defined below) equal to $350,000 (the “Initial Grant”). The Initial Grant will vest in 36 equal monthly installments following the applicable vesting commencement date, subject to continued service as a director through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an award with a Value equal to $175,000 (the “Annual Grant”), with 75% of the Value of the Annual Grant to be issued in the form of a stock option and 25% of the Value of the Annual Grant to be issued in the form of restricted stock units. If an individual commenced service as an non-employee director within the twelve (12) months immediately preceding such annual meeting, then the Annual Grant awarded to such non-employee director will be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Grant’s grant date during the twelve (12) month period immediately preceding such annual meeting (with any resulting fractional share rounded down to the nearest whole share). The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon a sale of the Company. For purposes of the policy, “Value” means with respect to (i) any award of stock options, the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by us for calculating the fair value of options under ASC Topic 718; and (ii) any award of restricted stock and restricted stock units, the product of (A) the closing market price on the NASDAQ Global Select Market (or such other market on which our common stock is then principally listed) of a share of our common stock on the effective date of grant and (B) the aggregate number of shares pursuant to such award. We also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the board of directors and committees thereof. Pursuant to the terms of our 2021 Stock Option and Incentive Plan (the “2021 Plan”), the value of all equity awards granted under the 2021 Plan and all other cash compensation paid by us to any non-employee director for service as a non-employee director in any calendar year shall not exceed (i) $1,250,000 in the first calendar year an individual becomes a non-employee director and (ii) $1,000,000 in any other calendar year.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Director Compensation | 33 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
The following table presents the total compensation for each of our non-employee directors who served as a member of our board of directors during the fiscal year ended December 31, 2023. Mr. van Houten was appointed to our board of directors in 2023. Sir Pangalos was appointed to our board effective as of January 1, 2024, and, accordingly, did not receive any compensation from us in 2023. Mr. McClain, who is our Chief Executive Officer, did not receive any additional compensation for his services as a director. The compensation received by Mr. McClain as a named executive officer of the Company is presented in the “2023 Summary Compensation Table” in the “Executive Compensation” section below. The compensation received by Dr. Jonasson for his period of service as a non-employee director, as well as his compensation as a named executive officer of the Company, is presented in the “2023 Summary Compensation Table” in the “Executive Compensation” section below. Other than as set forth in the following table and described more fully in this section, we did not pay any cash compensation to, grant any equity or non-equity awards to, or reimburse any expenses of any of our non-employee directors in 2023.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Karen McGinnis(2) | 86,556 | — | 61,590 | 21,317 | 169,463 | | Ivana Magovcevic-Liebisch(3) | 43,278 | 145,476 | 25,254 | 8,882 | 222,889 | | Amrit Nagpal(4) | 47,278 | — | 61,590 | — | 108,868 | | Daniel Rabinovitsj(5) | 60,444 | — | 35,927 | — | 96,371 | | Joseph Sirosh(6) | 40,000 | — | 61,590 | — | 101,590 | | Frans van Houten(7) | 32,486 | — | 139,436 | — | 171,922 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
(1)The amounts reported represent the aggregate grant date fair value of the stock options granted to our directors during the 2023 fiscal year, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in note 10 of our financial statements included in the 2023 Annual Report. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our directors upon the vesting or exercise of the stock options or any sale of the underlying shares of common stock. (2)As of December 31, 2023, Ms. McGinnis held options to purchase an aggregate of 256,496 shares of common stock, including options to purchase 53,100 shares of common stock granted in June 2023 as an annual grant, and did not hold any unvested restricted stock awards. Other compensation consists of cash paid associated with cash payment rights from the January 2021 exchange of previously granted phantom units under our 2020 Plan. (3)Dr. Magovcevic-Liebisch did not stand for re-election at our annual meeting in June 2023. As of December 31, 2023, Dr. Magovcevic-Liebisch held options to purchase an aggregate of 152,442 shares of common stock. In April 2023, the Board approved an extension of the post-termination exercise period until June 14, 2026 for the vested portion of the stock option awards granted on January 6, 2021 and June 8, 2022 and approved a vesting acceleration of the unvested shares underlying the restricted stock award granted on March 15, 2021. The amounts in the Stock Awards and Option Awards columns represent the incremental fair values, computed in accordance with FASB ASC Topic 718, associated with the modifications of each award. Other compensation consists of cash paid associated with cash payment rights from the January 2021 exchange of previously granted phantom units under our 2020 Plan. (4)As of December 31, 2023, Mr. Nagpal held options to purchase an aggregate of 81,800 shares of common stock, including options to purchase 53,100 shares of common stock granted in June 2023 as an annual grant and did not hold any unvested restricted stock awards.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Director Compensation | 34 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
(5)As of December 31, 2023, Mr. Rabinovitsj held options to purchase an aggregate of 88,375 shares of common stock, including options to purchase 30,975 shares of common stock granted in June 2023 as an annual grant and did not hold any unvested restricted stock awards. (6)As of December 31, 2023, Dr. Sirosh held options to purchase an aggregate of 110,238 shares of common stock, including options to purchase 53,100 shares of common stock granted in June 2023 as an annual grant and did not hold any unvested restricted stock awards. (7)As of December 31, 2023, Mr. van Houten held options to purchase an aggregate of 106,200 shares of common stock granted in June 2023 as an initial grant in connection with his appointment to our board of directors and did not hold any unvested restricted stock awards.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Executive Officers | 35 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
Executive Officers The following table identifies our executive officers and sets forth their current positions at Absci and their ages as of March 31, 2024.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| Name | Positions Held with Absci Corporation | Officer Since | Age | | Sean McClain | Founder, Chief Executive Officer and Director | 2011 | 34 | | Zachariah Jonasson, Ph.D. | Chief Financial Officer and Chief Business Officer | 2023 | 51 | | Andreas Busch, Ph.D. | Chief Innovation Officer | 2022 | 60 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
You should refer to “Class III Directors” above for information about our Founder, Chief Executive Officer and Director, Sean McClain. Biographical information for our other executive officers as of March 31, 2024 is set forth below.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Executive Officers | 36 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Zachariah Jonasson, Ph.D. has served as our Chief Financial Officer and Chief Business Officer since August 31, 2023. Prior to serving in these roles, Dr. Jonasson served as an independent member of our board of directors from October 2020 to December 2023 and on the board of directors of Absci LLC, the Company's predecessor, from April 2016 to October 2020. Previously, Dr. Jonasson served as Managing General Partner of Phoenix Venture Partners LLC (PVP), a venture capital firm based in San Mateo, CA that he co-founded in August 2010 and as Managing General Partner of Convergent Ventures, a seed-stage venture capital firm based in San Francisco, CA that he co-founded in April 2023. He currently serves as an Advisor to Convergent Ventures. Dr. Jonasson previously served as a director on the boards of L7 Informatics, Inc., Micropore, Inc., Xandar Kardian, Inc., Green Theme Technologies, Inc., and Crop Enhancement, Inc. until his departure from PVP on August 31, 2023. He previously served on the board of the Oregon Translational Research and Development Institute (OTRADI) and Oregon Bioscience Incubator (OBI) and has previously served on the Commercialization Council of the Oregon Nanoscience and Microtechnologies Institute (ONAMI), the Advisory Board for the Oregon Innovation Cluster (OIC), and the Advisory Board of the Life Sciences Institute at the University of British Columbia. Previously, Dr. Jonasson was a co-founder and Chief Executive Officer Comera Life Sciences Holdings, Inc. (NASDAQ: CMRA, previously named ReForm Biologics, LLC) and a co-founder and VP of Business Development of Crop Enhancement, LLC. Earlier in his career, Dr. Jonasson was a General Partner and Kauffman Fellow at Seaflower Ventures, an early-stage venture capital firm investing in the biotechnology sector. Dr. Jonasson earned a Bachelor of Science from Georgetown University in the Honors Program in 1995 and an A.M. and Ph.D. from Harvard University in 2000 and 2003, respectively, where he was a Sackler Scholar. He has cotaught a marketing course at Harvard Business School as well as served as a Teaching Fellow at Harvard University. Prior to graduate school, Dr. Jonasson was a Research Associate at the Board of Governors of the Federal Reserve System. | | Zachariah Jonasson, Ph.D. Officer Since 2023 Age 51 | |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Executive Officers | 37 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Andreas Busch, Ph.D. is employed by our wholly owned subsidiary, Absci GmbH, and has served as our Chief Innovation Officer since September 2022. Prior to serving as our Chief Innovation Officer, Dr. Busch served as an independent member of our board of directors from March 2022 to September 2022. Previously, Dr. Busch served as Chief Scientific Officer and Chief Innovation Officer, Head of the Innovation Center at Cyclerion Therapeutics, Inc. from April 2019 to September 2022 and as the Executive Vice President, Head of R&D and Chief Scientific Officer at Shire plc, from January 2018 to March 2019. From May 2005 to December 2017, Dr. Busch held various positions at Bayer AG, including Executive Vice President and Head of Drug Discovery for Bayer Pharma and Bayer Animal Health from January 2016 to December 2017 and Executive Vice President, Global Head Drug Discovery for Bayer HealthCare, and Bayer Pharma from December 2006 to December 2015. Additionally, Dr. Busch served as a member of the Executive Committee of Bayer HealthCare from February 2007 to December 2015. Prior to that, Dr. Busch was Global Head of Cardiovascular Research at Hoechst and Sanofi-Aventis. Dr. Busch holds a Ph.D. in pharmacology and the title of Extraordinary Professor at the Johann Wolfgang Goethe-University Frankfurt. | | Andreas Busch, Ph.D. Officer Since 2022 Age 60 | |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
There are no material legal proceedings to which any of our executive officers is a party adverse to us or in which any such person has a material interest adverse to us.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Executive Compensation | 38 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
Executive Compensation Our named executive officers for the year ended December 31, 2023 are: •Sean McClain, our President, Founder and Chief Executive Officer; •Zachariah Jonasson, Ph.D., our Chief Financial Officer and Chief Business Officer; and •Andreas Busch, Ph.D., our Chief Innovation Officer. 2023 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Sean McClain President, Founder and Chief Executive Officer | 2023 | 620,000 | — | 231,000 | 1,861,171 | 372,000 | 13,200 | 3,097,371 | | | 2022 | 600,000 | — | — | 3,077,226 | 324,000 | 12,200 | 4,013,426 | | Zachariah Jonasson, Ph.D. Chief Financial Officer and Chief Business Officer (4) | 2023 | 175,333 | 25,000 | 471,328 | 1,401,708 | 87,700 | 43,604 | 2,204,673 | | Andreas Busch, Ph.D. Chief Innovation Officer*(5) | 2023 | 630,209 | — | 231,000 | 787,419 | 415,938 | 86,737 | 2,151,303 | | | 2022 | 149,602 | 506,555 | — | 3,951,407 | 80,197 | 44,971 | 4,732,732 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
* Amounts reflected above for Dr. Busch have been converted from Swiss Franc to US Dollar using an average exchange rate of (i) 1.11 USD to 1 CHF for 2023 and (ii) 1.04 USD to 1 CHF for the period of 2022 in which he was serving as Chief Innovation Officer for the Company. (1)The amounts reported represent the aggregate grant date fair value of the restricted stock units and stock options granted to our named executive officers, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units and stock options reported in these columns are set forth in note 10 of our financial statements included in the 2023 Annual Report. The amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our named executive officers upon the vesting, settlement or exercise of the awards or any sale of the underlying shares of common stock. (2)The amounts reported reflect the cash incentive compensation determined by our compensation committee based on achievement of certain business development, research and development, operational and financial metrics related to our corporate objectives as specified by our board of directors.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Executive Compensation | 39 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
(3)Amounts reported for 2023 reflect for (i) Mr. McClain, amounts for 401(k) matching contributions, (ii) Dr. Jonasson, $5,425 for 401(k) matching contributions and $38,179 for fees earned or paid in cash while serving as a non-employee director on our board of directors and (iii) Dr. Busch, 4,200 CHF for a health insurance allowance and 73,700 CHF in contributions made to Swiss pension and insurance benefits (including both contributions required by applicable Swiss law and those above the compulsory level). (4)Dr. Jonasson's employment with us commenced in August 2023 and prior to commencing employment, he served as a non-employee director on our board of directors from October 2020 to December 2023 and on the board of directors of Absci LLC, our predecessor, from April 2016 to October 2020. His 2023 compensation was pro-rated accordingly. The amount reported in the "Bonus" column reflects a sign-on bonus paid in September 2023 due upon commencement of his employment, and the amount reported in the "Option Awards" column consists of stock option awards granted in connection with his service on our board of directors and as our Chief Financial Officer and Chief Business Officer. (5)Dr. Busch's employment with us commenced in September 2022 and prior to commencing employment, he served as a non-employee director on our board of directors from March 2022 through September 2022. His 2022 compensation was pro-rated accordingly. The amount reported in the "Bonus" column reflects a sign-on bonus paid in October 2022 due upon commencement of his employment, and the amount reported in the "Option Awards" column consists of stock option awards granted in connection with his service on our board of directors and as our Chief Innovation Officer.
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023:
Outstanding Equity Awards at Fiscal 2023 Year-End
| | | | Option Awards | | | | Stock Awards | | | Name | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Sean McClain | 10/28/2020(3) | N/A | 21,870 | — | 1.10 | 10/27/2030 | — | — | | | 10/28/2020(4) | 7/11/2017 | 2,686 | — | 1.10 | 10/27/2030 | — | — | | | 3/4/2021(5) | 3/4/2021 | 87,580 | 40,110 | 1.10 | 3/3/2031 | — | — | | | 3/4/2021(5) | 3/4/2021 | 272,727 | 123,672 | 1.10 | 3/3/2026 | — | — | | | 3/4/2021(6) | 3/4/2021 | — | — | — | — | 163,776 | 687,859 | | | 2/21/2022(7) | 2/21/2022 | 291,431 | 344,419 | 8.27 | 2/20/2032 | — | — | | | 3/1/2023(8) | 3/1/2023 | — | 1,300,000 | 2.01 | 2/28/2033 | — | — | | | 10/12/2023(9) | 10/12/2023 | — | — | — | — | 175,000 | 735,000 | | Zachariah Jonasson | 6/8/2022(10) | 6/8/2022 | 28,700 | — | 3.39 | 6/30/2024 | — | — | | | 9/1/2023(11) | 8/31/2023 | 83,333 | 916,667 | 1.87 | 8/31/2033 | — | — | | | 9/1/2023(12) | 8/31/2023 | — | — | — | — | 250,000 | 1,050,000 | | | 10/12/2023(9) | 10/12/2023 | — | — | — | — | 2,900 | 12,180 | | Andreas Busch | 10/3/2022(13) | 9/30/2022 | 625,002 | 1,375,007 | 2.97 | 10/2/2032 | — | — | | | 3/1/2023(8) | 3/1/2023 | — | 550,000 | 2.01 | 2/28/2033 | — | — | | | 10/12/2023(9) | 10/12/2023 | — | — | — | — | 175,000 | 735,000 |
Outstanding Equity Awards at Fiscal 2023 Year-End
(1)Each equity award is subject to the terms of our 2020 Stock Option and Grant Plan (the "2020 Plan") or our 2021 Plan. (2)Based on the fair market value of a share of our common stock on December 31, 2023, which was $4.20. (3)The shares underlying the options were fully vested upon grant. The options were issued pursuant to the 2020 Plan. (4)The shares underlying the options vest 25% on the first anniversary of the vesting commencement date, July 11, 2017, and thereafter in equal installments on a monthly basis for 36 additional months. The options were issued pursuant to the 2020 Plan. The shares underlying the options have fully vested. (5)The shares underlying the options vest in equal monthly installments over four years from March 4, 2021 through March 4, 2025. The options were issued pursuant to the 2020 Plan. (6)The shares underlying this restricted stock award vest in equal monthly installments over four years from March 4, 2021 through March 4, 2025. The restricted stock award was issued pursuant to the 2020 Plan.
Outstanding Equity Awards at Fiscal 2023 Year-End
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Outstanding Equity Awards at Fiscal 2023 Year-End
(7)The shares underlying the options vest 25% on the first anniversary of the vesting commencement date, February 21, 2022, and thereafter in equal installments on a monthly basis for 36 additional months. The options were issued pursuant to the 2021 Plan. (8)The shares underlying the options vest 25% on the first anniversary of the vesting commencement date, March 1, 2023, and thereafter in equal installments on a monthly basis for 36 additional months. The options were issued pursuant to the 2021 Plan. (9)The shares underlying this restricted stock unit award vest in equal annual installments over three years from October 12, 2023 through October 12, 2026. The restricted stock unit award was issued pursuant to the 2021 Plan. (10)The shares underlying the options were issued pursuant to the 2021 Plan in connection with Dr. Jonasson's service on our board of directors and will expire in accordance with the award six months following the effective date of his resignation from the board on December 31, 2023. The remaining shares underlying the grants that were unvested on the effective date of his resignation from the board were cancelled. (11)The shares underlying the options vest in equal monthly installments over four years from the vesting commencement date of August 31, 2023 through August 31, 2027. The options were issued pursuant to the 2021 Plan. (12)The shares underlying this restricted stock unit award vest over three years from August 31, 2023 through August 31, 2026 with 33% on the first anniversary of the vesting commencement date and thereafter in equal installments on a quarterly basis. The restricted stock unit award was issued pursuant to the 2021 Plan. (13)The shares underlying the options vest 25% on the first anniversary of the vesting commencement date, September 30, 2022, and thereafter in equal installments on a monthly basis for 36 additional months. The options were issued pursuant to the 2021 Plan.