DEF 14A of Absci Corp
Filed Apr 28, 2025 · FY20240001628280-25-020265
How can I find out the results of the voting at the Annual Meeting?
| | 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 64 | |
How can I find out the results of the voting at the Annual Meeting?
| | 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 58 | |
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, 2025.
Directors Continuing in Office
| Name | Positions and Offices Held with Absci Corporation | Director Since | Class and Year in Which Term Will Expire | Age | | Prof Sir Menelas Pangalos, Ph.D. | Director | 2024 | Class II—2026 | 58 | | Daniel Rabinovitsj | Director | 2022 | Class II—2026 | 60 | | Sean McClain | Founder, Chief Executive Officer and Director | 2011 | Class III—2027 | 35 | | Joseph Sirosh, Ph.D. | Director | 2022 | Class III—2027 | 56 |
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 also serves as a board member of Biogen Inc. 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 58 | |
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 60 | |
Directors Continuing in Office
| | Proposal No. 1 | 16 |
Directors Continuing in Office
Class III Directors (Term Expires at 2027 Annual Meeting)
Directors Continuing in Office
| | 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 previously served 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 35 | |
Directors Continuing in Office
| | 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 56 | |
Directors Continuing in Office
| | Proposal No. 1 | 17 |
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 | 18 |
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, 2025 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, 2025. 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, 2025. 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, 2024 and 2023:
Directors Continuing in Office
| | 2024 ($) | 2023 ($) | | Audit fees(1) | 908,350 | 1,243,811 | | Audit-Related fees(2) | — | — | | Tax fees(3) | 41,200 | — | | All other fees(4) | — | — | | Total fees | 949,550 | 1,243,811 |
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, and fees related to our registration statements and comfort letters.. (2)There were no audit-related fees in 2024 or 2023. (3)Tax fees for 2024 consists of fees billed for tax advisory services. There were no tax fees incurred in 2023.. (4)There were no other fees incurred in 2024 or 2023.
Directors Continuing in Office
| | Proposal No. 2 | 19 |
Compensation Committee
Compensation Committee Daniel Rabinovitsj, Karen McGinnis, CPA, and Prof Sir Menelas Pangalos, Ph.D. serve on the compensation committee, which is chaired by Mr. Rabinovitsj. Sir Pangalos was appointed to the compensation committee in January 2024. Our board of directors has determined that each member of the compensation committee is “independent” as defined in the applicable Nasdaq rules. The compensation committee’s responsibilities include: •reviewing and approving, or upon the request of the board of directors, recommending to the board of directors the corporate goals and objectives relevant to the compensation of our chief executive officer; •evaluating the performance of our chief executive officer in light of such corporate goals and objectives and based on such evaluation, determining and approving, or upon the request of the board of directors, recommending to the board of directors, the compensation of our chief executive officer (which determination or recommendation should consider, among other relevant factors, our performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards made by us to our chief executive officer in past years); •reviewing and approving, or recommending to the board of directors, any employment, severance, change in control agreements or provisions and special or supplemental benefits for our chief executive officer; •reviewing and approving the cash compensation (including severance), incentive compensation plans, equity-based plans, perquisites and other benefits of our other executive officers; •reviewing and establishing our overall management compensation, philosophy and policy; •overseeing and administering our compensation and similar plans; •evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules; •reviewing and approving our policies and procedures for the grant of equity-based awards; •reviewing and recommending to the board of directors the compensation of our directors; •preparing the compensation committee report and compensation discussion and analysis required by SEC rules, if and when required, to be included in our annual proxy statement; •reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters; •administering our compensation recovery policy; and •reviewing and reassessing the adequacy of the compensation committee’s charter. The compensation committee met a total of five times during 2024.
Vancouver, WA 98683
| | Director Compensation | 32 |
Vancouver, WA 98683
In addition, under our non-employee director compensation policy as in effect from May 4, 2023 until March 28, 2024, 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.
Vancouver, WA 98683
| | Director Compensation | 33 |
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, our board of directors approved 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 (and any prorated portion thereof) 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 FASB 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. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy (as well as our non-employee director compensation policy pre-March 2024 amendment), 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. Furthermore, pursuant to the terms of our Amended and Restated Non-Employee Director Compensation Policy and our 2021 Stock Option and Incentive Plan, as amended from time to time (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) $1,000,000 in any other calendar year. The following table presents the total compensation for each of our non-employee directors who served as a member of our board of directors during the fiscal year ended December 31, 2024. Mr. McClain, who is our Chief Executive Officer, did not receive any additional compensation for his services as a director. The compensation received by Mr. McClain as a named executive officer of the Company is presented in the “2024 Summary Compensation Table” in the “Executive Compensation” section below. Other than as set forth in the following table and described more fully in this section, we did not pay any cash compensation to, grant any equity or non-equity awards to, or reimburse any expenses of any of our non-employee directors in 2024.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Director Compensation | 34 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Karen McGinnis, CPA(2) | 76,250 | 43,747 | 127,272 | 14,213 | 261,482 | | Amrit Nagpal(3) | 45,000 | 43,747 | 127,272 | — | 216,019 | | Sir Menelas Pangalos, Ph.D.(4) | 47,500 | 18,228 | 379,026 | 25,500 | 470,254 | | Daniel Rabinovitsj(5) | 65,000 | 43,747 | 127,272 | — | 236,019 | | Joseph Sirosh(6) | 40,000 | 43,747 | 127,272 | — | 211,019 | | Frans van Houten(7) | 86,250 | 43,747 | 127,272 | 1,984 | 259,253 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
(1)The amounts reported represent the aggregate grant date fair value of the restricted stock units or stock options, as applicable, granted to our directors during the 2024 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 restricted stock units or stock options, as applicable, reported in this column are set forth in note 12 of our financial statements included in the 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these restricted stock units or stock options, as applicable, and do not correspond to the actual economic value that may be received by our directors upon the vesting, settlement or exercise of the equity awards, as applicable, or any sale of the underlying shares of common stock. (2)As of December 31, 2024, Ms. McGinnis held options to purchase an aggregate of 292,770 shares of common stock, including options to purchase 36,274 shares of common stock granted in June 2024 as an annual grant, and held 8,820 restricted stock units granted in June 2024 as an annual grant. All other compensation amount consists of cash paid associated with cash payment rights from the January 2021 exchange of previously granted phantom units under our 2020 Plan. Please refer to note 12 of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed on March 30, 2023 and as amended on May 30, 2023, for a description of the January 2021 exchange offer with respect to our previously granted phantom units. (3)As of December 31, 2024, Mr. Nagpal held options to purchase an aggregate of 118,074 shares of common stock, including options to purchase 36,274 shares of common stock granted in June 2024 as an annual grant, and held 8,820 restricted stock units granted in June 2024 as an annual grant. Mr. Nagpal resigned from our board of directors in April 2025. (4)Dr. Pangalos was appointed to our board of directors, effective January 1, 2024. As of December 31, 2024, Dr. Pangalos held options to purchase an aggregate of 140,214 shares of common stock, including options to purchase 106,200 shares granted in January 2024 as an initial grant in connection with his appointment to our board of directors, options to purchase 18,900 shares granted in January 2024 as a grant in connection with his appointment to our Scientific Advisory Board, and options to purchase 15,114 shares granted in June 2024 as an annual grant in connection with serving on our Board of Directors, and held 3,675 restricted stock units granted in June 2024 as an annual grant in connection with serving on our Board of Directors. All other compensation amount consists of cash paid for services on our Scientific Advisory Board. (5)As of December 31, 2024, Mr. Rabinovitsj held options to purchase an aggregate of 124,649 shares of common stock, including options to purchase 36,274 shares of common stock granted in June 2024 as an annual grant, and held 8,820 restricted stock units granted in June 2024 as an annual grant. (6)As of December 31, 2024, Dr. Sirosh held options to purchase an aggregate of 146,512 shares of common stock, including options to purchase 36,274 shares of common stock granted in June 2024 as an annual grant, and held 8,820 restricted stock units granted in June 2024 as an annual grant. (7)As of December 31, 2024, Mr. van Houten held options to purchase an aggregate of 142,474 shares of common stock, including options to purchase 36,274 shares of common stock granted in June 2024 as an annual grant, and held 8,820 restricted stock units granted in June 2024 as an annual grant. All other compensation amount consists of cash paid to a third party tax service provider on behalf of Mr. van Houten for tax filings required in the United States.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Director Compensation | 35 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
Agreements with Non-Employee Directors Scientific Advisory Board Agreement with Sir Menelas Pangalos, Ph.D. On January 1, 2024, we entered into an advisor agreement with our director, Sir Menelas Pangalos, Ph.D., pursuant to which Dr. Pangalos serves as a consultant to us and as a member of our Scientific Advisory Board (the "Pangalos SAB Agreement"). As consideration for such services, Dr. Pangalos is entitled to receive a cash retainer in the amount of $25,500 per year, payable quarterly in arrears and prorated for any partial calendar quarter of services, and was granted a non-qualified stock option to purchase 18,900 shares of our common stock (the "SAB Option"). The SAB Option vests in equal monthly installments over a period of two (2) years from January 1, 2024, subject to Dr. Pangalos' continued service with us and subject to the terms and conditions of the 2021 Plan. The Pangalos SAB Agreement also provides for reimbursement of reasonable travel and out-of-pocket expenses incurred in connection with Dr. Pangalos’ performance of services at our request that are pre-approved by us. The Pangalos SAB Agreement has a term of two (2) years, subject to earlier termination by either party for convenience upon at least thirty (30) days' prior written notice, or immediately upon notice in the event of a breach of the agreement by the other party. Pursuant to the Pangalos SAB Agreement, Dr. Pangalos is subject to certain standard assignment of intellectual property and confidentiality covenants, as well as independent contractor covenants.
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
Executive Officers The following table identifies our executive officers and sets forth their current positions at Absci and their ages as of March 31, 2025.
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 | 35 | | Zachariah Jonasson, Ph.D. | Chief Financial Officer and Chief Business Officer | 2023 | 52 | | Andreas Busch, Ph.D. | Chief Innovation Officer | 2022 | 61 | | Shelby Walker, J.D. | Chief Legal Officer | 2024 | 50 |
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, 2025 is set forth below.
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 61 | |
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
| | 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 52 | |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Executive Officers | 38 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
| | Shelby Walker, JD, has served as our Chief Legal Officer since June 2024. She leads our legal team and oversees our legal affairs, business transactions, intellectual property, risk management, and compliance. Prior to joining us, Ms. Walker served as General Counsel and Corporate Secretary of Korro Bio, Inc. (Nasdaq: KRRO) from May 2023 to June 2024. Previously, she held senior leadership roles as Senior Vice President, Intellectual Property at CRISPR Therapeutics (Nasdaq: CRSP) from March 2018 to April 2023 and General Counsel at Ginkgo Bioworks, Inc. from May 2016 to March 2018. Ms. Walker holds a JD and LLM from UNH Franklin Pierce School of Law, dual MS degrees in Bioscience Regulatory Affairs and Biotechnology from Johns Hopkins University, and a BS degree in Biotechnology from Worcester Polytechnic Institute. | | Shelby Walker, JD Officer Since 2024 Age 50 | |
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 | 39 |
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
Executive Compensation Our named executive officers for the year ended December 31, 2024 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. 2024 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 | 2024 | 660,400 | — | 6,292,050 | 2,424,498 | 396,240 | 13,800 | 9,786,988 | | | 2023 | 620,000 | — | 231,000 | 1,861,171 | 372,000 | 13,200 | 3,097,371 | | Zachariah Jonasson, Ph.D. Chief Financial Officer and Chief Business Officer | 2024 | 533,000 | — | 501,644 | 1,517,907 | 266,500 | 13,800 | 2,832,851 | | | 2023 | 175,333 | 25,000 | 471,328 | 1,401,708 | 87,700 | 43,604 | 2,204,673 | | Andreas Busch, Ph.D. Chief Innovation Officer* | 2024 | 654,095 | — | 365,750 | 1,106,612 | 392,457 | 125,506 | 2,644,420 | | | 2023 | 630,209 | — | 231,000 | 787,419 | 415,938 | 86,737 | 2,151,303 |
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) 1.14 USD to 1 CHF for 2024 and (ii) 1.11 USD to 1 CHF for 2023 . (1)The amounts reported represent the aggregate grant date fair value of the restricted stock units or stock options, as applicable, 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 or stock options, as applicable, reported in these columns are set forth in note 12 of our financial statements included in the 2024 Annual Report. The amount reported as Mr. McClain's 2024 stock awards include performance-based restricted stock units which vest upon certain market-based conditions and is determined using a Monte Carlo simulation valuation method with a grant date fair value of $5,491,250. The amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our named executive officers upon the vesting, settlement or exercise of the equity awards, as applicable, or any sale of the underlying shares of common stock. (2)The amounts reported reflect the cash incentive compensation determined by our compensation committee based on achievement of certain business development, research and development, operational and financial metrics related to our corporate objectives as specified by our board of directors.
Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
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Non-Employee Director Compensation Policy in Effect Starting March 28, 2024
(3)Amounts reported for 2024 reflect for (i) Mr. McClain, amounts for 401(k) matching contributions, (ii) Dr. Jonasson, amounts for 401(k) matching contributions and (iii) Dr. Busch, contributions made to Swiss pension and insurance benefits (including both contributions required by applicable Swiss law and those above the compulsory level).
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024:
Outstanding Equity Awards at Fiscal 2024 Year-End
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(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 | 491,326 | 32,763 | 1.10 | 3/3/2026 | — | — | — | — | | | 3/4/2021(6) | 3/4/2021 | — | — | — | — | 32,755 | 85,818 | — | — | | | 2/21/2022(7) | 2/21/2022 | 450,393 | 185,457 | 8.27 | 2/20/2032 | — | — | — | — | | | 3/1/2023(8) | 3/1/2023 | 568,750 | 731,250 | 2.01 | 2/28/2033 | — | — | — | — | | | 10/12/2023(9) | 10/12/2023 | — | — | — | — | 116,667 | 305,668 | — | — | | | 2/1/2024(10) | 2/1/2024 | — | 766,000 | 4.40 | 1/31/2034 | — | — | — | — | | | 2/1/2024(11) | 2/1/2024 | — | — | — | — | 182,000 | 476,840 | — | — | | | 3/19/2024(12) | 3/19/2024 | — | — | — | — | — | — | 1,500,000 | 3,930,000 | | Zachariah Jonasson | 9/1/2023(13) | 8/31/2023 | 333,333 | 666,667 | 1.87 | 8/31/2033 | — | — | — | — | | | 9/1/2023(14) | 8/31/2023 | — | — | — | — | 145,834 | 382,085 | — | — | | | 10/12/2023(9) | 10/12/2023 | — | — | — | — | 1,934 | 5,067 | — | — | | | 2/1/2024(10) | 2/1/2024 | — | 479,570 | 4.40 | 1/31/2034 | — | — | — | — | | | 2/1/2024(11) | 2/1/2024 | — | — | — | — | 114,010 | 298,706 | — | — | | Andreas Busch | 10/3/2022(15) | 9/30/2022 | 1,125,005 | 875,004 | 2.97 | 10/2/2032 | — | — | — | — | | | 3/1/2023(8) | 3/1/2023 | 240,625 | 309,375 | 2.01 | 2/28/2033 | — | — | — | — | | | 10/12/2023(9) | 10/12/2023 | — | — | — | — | 116,667 | 305,668 | — | — | | | 2/1/2024(10) | 2/1/2024 | — | 349,625 | 4.40 | 1/31/2034 | — | — | — | — | | | 2/1/2024(11) | 2/1/2024 | — | — | — | — | 83,125 | 217,788 | — | — |
Outstanding Equity Awards at Fiscal 2024 Year-End
(1)Each equity award is subject to the terms of our 2020 Stock Option and Grant Plan, as amended from time to time (the "2020 Plan") or our 2021 Plan. Unless otherwise specified below, each equity award vests subject to continued service with the Company through the applicable vesting dates and is subject to certain acceleration of vesting provisions set forth in the applicable named executive officer’s employment agreement, as described above. (2)Based on the fair market value of a share of our common stock on December 31, 2024, which was $2.62. (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.
Outstanding Equity Awards at Fiscal 2024 Year-End
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Outstanding Equity Awards at Fiscal 2024 Year-End
(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. (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 vest 33% on the first anniversary of the vesting commencement date, February 1, 2024, and thereafter in equal installments on an annual basis. The options were issued pursuant to the 2021 Plan. (11)The shares underlying this restricted stock unit award vest over three years from February 1, 2024 through February 1, 2027 with 33% on the first anniversary of the vesting commencement date and thereafter in equal installments on an annual basis. The restricted stock unit award was issued pursuant to the 2021 Plan. (12)The shares underlying this performance based restricted stock unit award vest as follows: (i) 150,000 shall vest upon the achievement of a closing stock price equal to or exceeding $10.00 per share; (ii) 200,000 shall vest upon the achievement of a closing stock price equal to or exceeding $12.00 per share; (iii) 225,000 shall vest upon the achievement of a closing stock price equal to or exceeding $14.00 per share; (iv) 250,000 shall vest upon the achievement of a closing stock price equal to or exceeding $16.00 per share; (v) 300,000 shall vest upon the achievement of a closing stock price equal to or exceeding $18.00 per share; and (vi) 375,000 shall vest upon the achievement of a closing stock price equal to or exceeding $20.00 per share. For purposes of the foregoing, in the event that a closing stock price specified in clauses (ii) through (vi) above is achieved on a particular date without the prior achievement of one or more of the lower closing stock prices specified in clauses (i) through (v) above, all such lower closing stock prices shall be deemed achieved to the extent that any performance based restricted stock units do not become vested by the third anniversary of the grant date, any such unvested performance restricted stock units shall terminate and be immediately forfeited. The performance restricted stock unit award was issued pursuant to the 2021 Plan. (13)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. (14)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. (15)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.
Outstanding Equity Awards at Fiscal 2024 Year-End
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