Carl L.G. Hansen
AbCellera BiologicsAbout Carl L.G. Hansen
Co-founder of AbCellera; Chief Executive Officer, President, and Chairman of the Board since inception in November 2012; age 50 as of April 1, 2025; Ph.D. in Applied Physics (Biotechnology) from Caltech; B.A.Sc. in Engineering Physics and Honors Mathematics from the University of British Columbia . AbCellera’s 2024 corporate achievements included nine partner-initiated program starts with downstreams (cumulative 96), 16 molecules in the clinic, completion of a new headquarters, continued build-out of GMP manufacturing, and ~$840 million of liquidity at year-end, while the company recorded a 2024 net loss of $162.857 million and a TSR value of $4.97 on an initial $100 investment for 2024 (proxy “pay vs performance” methodology) . In governance, the Board combines the Chair and CEO roles under Hansen, with Michael Hayden serving as Lead Director and independent committees overseeing audit, compensation, and nominating/governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AbCellera Biologics Inc. | Co-founder; CEO, President, and Chairman | 2012–present | Grew partnered program starts to 96, advanced 16 molecules into clinic, completed new HQ, built GMP capabilities; maintained ~$840m liquidity in 2024 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of British Columbia | Professor | Until Aug 2019 | Coauthored 65+ manuscripts in microfluidics, immunology, genomics, nanotech |
| Precision NanoSystems Inc. | Director | Jan 2011–Sep 2015 | Board role at genetic medicines delivery platform |
| Resolution Diagnostics | Co-founder; Director | May 2015–Apr 2016 | Genomics tech company board role |
| Fluidigm Corporation | Science Advisory Board member | Jan 2008–Jan 2012 | Advisory role at biotech tools company |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $460,000 | $460,000 |
| Target Bonus (% of Salary) | 65% (CEO) | 65% (CEO) |
| Say-on-Pay Approval (prior year) | — | 83% (2024 vote) |
Notes:
- Base salaries for NEOs (including CEO) remained unchanged in 2024 vs 2023 .
Performance Compensation
| Metric | Weighting | Target | Actual/Assessment | Payout Multiplier | Payout |
|---|---|---|---|---|---|
| Corporate achievements (CEO) | 100% | 65% of $460,000 = $299,000 | 91% performance vs target | 91% | $272,090 (plan calc) ; $263,840 (SCT reported, FX) |
- 2024 corporate goals covered pipeline (ABCL635/575 to 2025 CTAs), platform (process development and manufacturing build-out), partnerships (new collaborations including Biogen; TCE deal closed Jan 2025), and financial performance (liquidity, HQ move-in); Compensation Committee assessed corporate performance at 91% .
- Company states it does not use TSR or net income to set compensation; focuses on operational goals aligned to discovery and development milestones .
Equity Awards (CEO)
| Grant Date | Securities/Status | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| 1/14/2024 | Stock Options (unexercisable at 12/31/24) | 2,095,532 | $5.39 | 25% after 1 year; remainder monthly over 36 months | 1/14/2034 |
| 12/1/2022 | Options (Exercisable/Unexercisable) | 462,534 / 462,535 | $13.18 | 25% after 1 year; remainder monthly over 36 months | 12/1/2032 |
| 12/7/2021 | Options (Exercisable/Unexercisable) | 690,234 / 230,078 | $14.55 | 25% after 1 year; remainder quarterly over 3 years | 12/7/2031 |
| 12/10/2020 | Options (Exercisable) | 496,000 | $20.00 | 25% on 12/31/2021; remainder quarterly over 3 years | 12/10/2030 |
| 10/29/2020 | Options (Exercisable) | 3,823,310 | $2.30 | 25% after 1 year; remainder quarterly over 3 years | 10/29/2030 |
- 2024 option grant policy: ongoing awards to Section 16 NEOs are 100% stock options; annual grants moved to January in 2024 to align with performance cycle .
- 2024 option exercise activity: CEO exercised 224,500 options, realizing $210,706 .
Equity Ownership & Alignment
| Holder | Form of Ownership | Amount | % Outstanding |
|---|---|---|---|
| Carl L.G. Hansen | Beneficial ownership (total) | 63,366,108 shares | 20.8% |
| — | Thermopylae Holdings Ltd. (wholly owned by Hansen) | 56,143,640 shares | — |
| — | Directly held common shares | 898,000 shares | — |
| — | Options exercisable within 60 days (included above) | 6,324,468 shares | — |
Alignment and risk policies:
- Hedging prohibited for executives/directors; short sales and derivatives prohibited .
- Pledging/use of company securities as collateral restricted (requires Board approval if loan exceeds 20% of pledged securities) .
- Employee directors receive no additional compensation for board service (equity alignment concentrated in employment awards) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Documentation | Continuation of employment letter (effective Sep 1, 2019; amended Mar 6, 2020); severance benefits now governed by Executive Severance Plan effective Dec 10, 2020 |
| Restrictive Covenants | Perpetual confidentiality and IP assignment; 1-year non-compete and non-solicit post-termination |
| Severance (Outside Change in Control) | 18 months base salary (CEO) and continued health benefits for 18 months (Canada), paid over 18 months, subject to release; no bonus multiple |
| Severance (Change in Control “double-trigger”) | Lump sum 150% of base salary + 150% of target bonus (CEO); benefits for 18 months; full acceleration of unvested time-based equity; performance awards deemed at target; 280G cutback (no gross-up) |
| Estimated CEO Payouts (12/31/2024 hypothetical) | Termination not in CoC: $690,000 cash + $7,128 benefits; Termination in CoC: $1,138,500 cash + $7,128 benefits (stock option value estimated at $0 for CEO at $2.93/share vs exercise prices) |
Board Governance
- Roles: CEO, President, and Chairman; Director since 2012; Lead Director: Michael Hayden (also Compensation Committee Chair; member of Audit and Nominating & Corporate Governance) .
- Independent oversight: Board determined Hayden, Lo, and Montalbano are independent; Audit chaired by Montalbano; Compensation chaired by Hayden; Nominating & Corporate Governance chaired by Lo in 2024 .
- Board leadership: Board believes combining Chair and CEO roles is currently in best interests of company and shareholders; no formal policy; independent committees and Lead Director mitigate dual-role risks .
- Meetings/attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; Compensation met 6x, Audit 4x, Nominating & Corporate Governance 1x with full attendance by committee members .
Compensation Structure Analysis
- Mix and governance: Majority of compensation delivered as long-term incentives with multi-year vesting; no option repricing/backdating; no hedging; pledging restricted; independent consultant (Alpine Rewards) engaged; peer group reviewed/updated .
- Pay program continuity: CEO base ($460k) and target bonus (65%) unchanged in 2024; annual equity grants shifted to January; 2024 CEO bonus tied 100% to corporate goals with 91% achievement and 91% payout .
- Long-term incentives: 100% options for Section 16 NEOs; 2024 CEO grant 2,095,532 options at $5.39 with 1-year cliff and 36-month monthly vest thereafter; expiration 2034 .
- Pay vs performance optics: Company discloses that TSR and net income are not used to set compensation; “compensation actually paid” metric shows negative values in years of share price decline, reflecting option valuation sensitivity; 2024 TSR proxy metric = 4.97 and net loss = $162.857m .
Say-on-Pay & Peer Group
- Say-on-Pay: 2024 approval ~83% (supportive but not overwhelming) .
- Compensation peer group (selected): Adaptive Biotechnologies, Agios, Allogene, Blueprint, BridgeBio, CRISPR Therapeutics, Denali, Deciphera, Halozyme, Ionis, Ligand, Recursion, Regenxbio, Schrödinger, Twist, Ultragenyx, Vir, Xencor, Xenon (2024 framework) .
Director Service and Compensation (as a Director)
- Employee directors (Hansen) receive no additional fees/equity for board service; non-employee directors receive retainers and annual equity under the policy .
Risk Indicators & Red Flags
- Combined Chair/CEO: Concentrates authority; mitigated by Lead Director and independent committees .
- High insider ownership: Hansen beneficially owns ~20.8% (control and alignment implications) .
- Hedging/pledging controls: Hedging prohibited; pledging subject to strict Board oversight thresholds .
- Golden parachute terms: Double-trigger CoC with equity acceleration; 280G cutback (no tax gross-ups) .
- Related-party safeguards: Policy requires Audit Committee review/approval of related-party transactions >$120k; indemnification in place .
- Say-on-Pay: 83% support in 2024—watch engagement but not a low outlier .
- 2024 option exercises modest ($210,706 value realized), limiting near-term selling signals; future monthly vesting from 2024 grant could gradually increase exercisable supply post-cliff .
Investment Implications
- Alignment vs control: Hansen’s 20.8% stake tightly aligns incentives but concentrates control; combined Chair/CEO increases key-man and governance risk—mitigated by a Lead Director and independent committees .
- Incentive design: Heavy reliance on time-vested options (no PSUs) magnifies sensitivity to share price recovery, signaling management confidence but potentially reducing near-term cash retention pressure; 2024 grant’s 1-year cliff followed by monthly vesting could create steady, predictable potential selling windows starting 2025 .
- Pay-for-performance: 2024 corporate score (91%) led to a 91% bonus payout; however, proxy “pay vs performance” TSR and net income trends remain weak, reinforcing the need to monitor execution against pipeline, platform build-out, and partnership economics for value creation .
- Downside protections and CoC: Double-trigger CoC with equity acceleration and 280G cutback is shareholder-favorable relative to gross-ups; severance outside CoC is moderate at 18 months of base salary for CEO .
Key Tables (for reference)
2024 Corporate Achievement Assessment Excerpts (illustrative context):
- Nine partner-initiated program starts with downstreams; collaborations with Biogen and others; liquidity ~$840m; HQ move-in; TCE deal closed Jan 2025 (outside FY) .
2024 CEO Option Grant Details:
- 2,095,532 options at $5.39; 25% after 1 year then monthly over 36 months; expires Jan 14, 2034 .
2024 CEO Bonus Outcome:
- Target $299,000; corporate performance 91%; payout 91% = $272,090 (plan calc); SCT reports $263,840 due to FX methodology .