John S. Montalbano
AbCellera BiologicsAbout John S. Montalbano
John S. Montalbano, CFA, is an independent Class III director at AbCellera (ABCL), serving since November 2020 with his current term expiring at the 2026 annual meeting; he is age 60 and chairs the Audit Committee while also serving on the Compensation and Nominating & Corporate Governance committees . The Board has determined he is independent under Nasdaq and SEC rules, and he has been designated an “audit committee financial expert” by the Board based on his public company experience . He is former CEO of RBC Global Asset Management (2008–2015), former President of Phillips, Hager & North Investment Management (2005–2008), and former Vice Chair of RBC Wealth Management (Apr 2015–Dec 2016); he holds a B.Comm. in Finance from the University of British Columbia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBC Global Asset Management | Chief Executive Officer | 2008–2015 | Led public reporting company; experience cited for audit expertise |
| Phillips, Hager & North Investment Management Ltd. | President | 2005–2008 | Senior leadership in asset management |
| RBC Wealth Management | Vice Chair | Apr 2015–Dec 2016 | Senior governance/oversight role |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Canada Pension Plan Investment Board (CPPIB) | Director; Audit Committee Chair | Feb 2017–Present | Audit Committee Chair |
| Manulife Financial Corporation | Director | Since Feb 2025 | Director |
| Aritzia Inc. | Director (prior) | Jul 2019–Feb 2025 | Director until Feb 2025 |
Board Governance
- Independence: Independent director per Nasdaq/SEC standards; all audit/comp/NCG members independent .
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Financial expertise: Board-designated “audit committee financial expert” .
- Lead independent director: Michael Hayden serves as Lead Director (not Montalbano) .
- Majority voting policy: Directors not receiving majority “for” votes must tender resignation for Board consideration and disclosure via 8-K within 90 days .
- Board/committee evaluations: Annual evaluations overseen by Nominating & Corporate Governance; can use third-party reviews .
Board and committee attendance (2024):
| Body | 2024 meetings | Attendance disclosure |
|---|---|---|
| Full Board | 5 | Each director attended ≥75% of Board and committee meetings combined for periods served |
| Audit Committee | 4 | Each member attended all meetings |
| Compensation Committee | 6 | Each member attended all meetings |
| Nominating & Corporate Governance | 1 | Each member attended the meeting |
Policies relevant to alignment and risk:
- Hedging/shorts/derivatives prohibited for directors; pledging restricted (Board approval required if loan exceeds 20% of pledged securities) .
- No history of option repricing or backdating; independent compensation consultant (Alpine Rewards) engaged; limited perqs .
Fixed Compensation
Itemized 2024 cash fees for Montalbano under ABCL’s non-employee director policy vs. actuals:
| Component | Amount (USD) |
|---|---|
| Board annual retainer | $50,000 |
| Audit Committee Chair retainer | $20,000 |
| Compensation Committee member retainer | $7,500 |
| Nominating & Corporate Governance Committee member retainer | $5,000 |
| Total cash fees (policy sum) | $82,500 |
| Fees earned/paid in cash (2024 actual) | $82,500 |
Notes:
- No separate meeting fees disclosed; policy provides annual retainers and equity awards; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
Director equity program and Montalbano’s 2024 award:
| Equity element | Detail |
|---|---|
| Annual director equity target | $400,000 fair value (options and/or RSUs) granted at AGM; number sized using 60-day Average VWAP |
| Initial (onboarding) grant | $800,000 fair value, vesting over 3 years (if applicable) |
| 2024 equity award (Montalbano) | Option award grant date fair value $306,284 |
| Vesting (annual grant) | Vests in full by the earlier of one-year anniversary or next AGM, subject to continued service |
| Change-in-control | Director Initial/Annual Grants fully accelerate upon sale of the company |
| Outstanding options (12/31/2024) | 790,979 options outstanding (aggregate) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Manulife Financial Corporation (since Feb 2025) |
| Major institutional board | CPPIB Director; Audit Committee Chair (since Feb 2017) |
| Prior public company board | Aritzia Inc. (Jul 2019–Feb 2025) |
| Compensation committee interlocks | None disclosed involving ABCL’s executives/directors in the past fiscal year |
Expertise & Qualifications
- Audit and financial oversight: Board-designated audit committee financial expert; extensive public-company oversight experience .
- Senior asset management leadership: CEO, RBC Global Asset Management; President, Phillips, Hager & North; Vice Chair, RBC Wealth Management .
- Governance breadth: Chairs CPPIB Audit Committee; serves on multiple boards .
- Education/designations: B.Comm. in Finance (University of British Columbia); CFA designation referenced in director listing .
Equity Ownership
Beneficial ownership (as of April 1, 2025) and outstanding awards:
| Category | Amount |
|---|---|
| Shares held directly | 171,000 common shares |
| Shares held by spouse | 5,000 common shares |
| Options exercisable within 60 days | 627,045 common shares underlying options |
| Total beneficial ownership | 803,045 shares; less than 1% of outstanding |
| Outstanding options (12/31/2024) | 790,979 options outstanding (aggregate) |
| Pledged/hedged | No pledging disclosed; company prohibits hedging and restricts pledging without Board approval above threshold |
Notes:
- Beneficial ownership percentages are based on 298,355,752 shares outstanding as of April 1, 2025 .
Governance Assessment
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Strengths for investor confidence
- Independent director; chairs Audit Committee and is designated an audit committee financial expert—strong line of defense on financial reporting and controls .
- Clean attendance record disclosures (≥75% Board; 100% committee attendance across all committees in 2024) support engagement .
- Equity-heavy director pay structure with transparent annual target, vesting, and change-in-control acceleration; no history of option repricing or backdating .
- Robust policies: anti-hedging, restricted pledging, related-party review by Audit Committee, and annual Board/committee evaluations .
-
Potential risk considerations
- Time commitments: Concurrent roles at CPPIB (Audit Chair) and Manulife (since Feb 2025) alongside ABCL committee work may increase workload; no overboarding policy disclosed in proxy .
- Ownership alignment: Beneficial ownership is <1% with sizable option-based exposure; ABCL does not disclose director stock ownership guidelines in the proxy .
-
Conflicts and related-party exposure
- No specific related-party transactions involving Montalbano are disclosed; ABCL requires Audit Committee review/approval of any such transactions over $120,000 .
-
Shareholder feedback context
- 2024 Say-on-Pay received ~83% approval, signaling broad but not overwhelming support for executive pay practices (Board maintained pay program structure) .
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RED FLAGS
- None identified in filings: no related-party transactions disclosed; hedging prohibited; no option repricing history; committee interlocks not present .