Michael Hayden
AbCellera BiologicsAbout Michael Hayden
Michael Hayden, MBChB (M.D.), Ph.D., age 73 as of April 1, 2025, has served on AbCellera’s Board since September 2019 and is the Lead Director. He chairs the Compensation Committee and sits on both the Audit Committee and the Nominating & Corporate Governance Committee. Dr. Hayden is CEO of Prilenia Therapeutics B.V. (since September 2018), formerly CSO and President of Global R&D at Teva (2012–2017), and holds an MBChB and Ph.D. in Genetics from the University of Cape Town; he is board-certified in Internal Medicine and Medical Genetics and certified by the Royal College of Physicians of Canada. The Board has determined Dr. Hayden is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teva Pharmaceutical Industries Ltd. | Chief Science Officer; President, Global R&D | Sep 2012–Dec 2017 | Led global R&D; public company experience |
| Xenon Pharmaceuticals Inc. | Director | Nov 1996–Jun 2022 | Founder; long-standing board service |
| Prilenia Therapeutics B.V. | Executive Chairman | Sep 2018–Jun 2020 | Board leadership at clinical-stage biotech |
| Aspreva Pharmaceuticals Limited | Founder | Not disclosed | Founder role in private pharma |
| Neurovir Therapeutics, Inc. | Founder | Not disclosed | Founder role in private biopharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prilenia Therapeutics B.V. | Chief Executive Officer | Since Sep 2018 | Clinical-stage biotechnology company |
| Ionis Pharmaceuticals Inc. | Director | Since Sep 2018 | Public biotechnology company |
| 89bio, Inc. | Director | Since Apr 2018 | Public clinical-stage biopharma |
| University of British Columbia | Killam Professor of Medical Genetics | Not disclosed | Founder/Senior Scientist at CMMT; Canada Research Chair |
Board Governance
- Independence: Board determined Dr. Hayden (and Lo, Montalbano) are independent for Nasdaq and SEC purposes.
- Committee assignments: Chair, Compensation; Member, Audit; Member, Nominating & Corporate Governance; Lead Director.
- Attendance: Board met 5 times in 2024; all directors attended ≥75% of Board/committee meetings. Compensation Committee met 6 times (all attended); Audit Committee met 4 times (all attended); Nominating & Corporate Governance met once (all attended).
- Majority voting policy: Directors failing to receive a majority of votes must tender resignation; the Board will disclose its decision via 8-K within 90 days.
- Audit Committee report: Recommended inclusion of 2024 audited financials in the Form 10-K; committee comprised of Montalbano (Chair), Lo, and Hayden.
- Governance practices: No hedging of Company shares; pledging requires Board approval if loan exceeds 20% of pledged securities; independent compensation consultant; no history of option repricing or backdating.
- Committee charters posted on IR website; Audit Committee reviews related person transactions for conflicts.
Fixed Compensation
| Component (2024) | Amount ($) | Basis |
|---|---|---|
| Annual Board retainer | 50,000 | Non-employee director policy |
| Lead Director retainer | 30,000 | Additional annual retainer |
| Audit Committee member | 10,000 | Annual committee fee |
| Compensation Committee chair | 15,000 | Chair fee |
| Nominating & Corporate Governance member | 5,000 | Annual committee fee |
| Total Cash Fees (earned) | 110,000 | Director compensation table |
Performance Compensation
| Item | Detail | Amount/Terms |
|---|---|---|
| 2024 Option Award (grant date fair value) | Options granted to non-employee directors in 2024 (ASC 718) | $306,284 |
| Annual Director Equity Award (policy) | Annual option/RSU grant; targeted fair value | $400,000; vests in full by 1-year or next AGM |
| Initial Director Equity Award (policy) | One-time option/RSU grant upon board entry | $800,000; vests in equal annual installments over 3 years |
| Share number determination | 60-trading-day Average VWAP used to size equity grants | Policy feature |
| Change-of-control treatment | Full acceleration of Director Initial and Annual Grants upon sale of company | Acceleration provision |
Performance metrics: No performance-based metrics disclosed for director awards; vesting is time-based per policy.
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|
| Ionis Pharmaceuticals Inc. | Director | Since Sep 2018 | Public biotech; sector adjacency |
| 89bio, Inc. | Director | Since Apr 2018 | Public clinical-stage biopharma |
| Xenon Pharmaceuticals Inc. | Director (prior) | Nov 1996–Jun 2022 | Long tenure in biotech |
Expertise & Qualifications
- Scientific/clinical leadership: Former CSO/President of Global R&D at Teva; founder of multiple biotech companies; current CEO of Prilenia.
- Academic credentials: MBChB (M.D.) and Ph.D. in Genetics (University of Cape Town); Killam Professor; Canada Research Chair; Founder/Senior Scientist at CMMT (UBC).
- Professional certifications: Board-certified in Internal Medicine and Medical Genetics; certified by Royal College of Physicians of Canada (Internal Medicine).
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Apr 1, 2025) | 1,938,687 shares; “*” less than 1% of 298,355,752 shares outstanding |
| Breakdown | 1,323,397 shares via Genworks 2; 118,245 shares held by spouse; 497,045 options exercisable within 60 days |
| Options outstanding (Dec 31, 2024) | 390,979 options outstanding as of year-end |
Notes:
- The proxy footnote states Dr. Hayden’s spouse has sole voting and investment power with respect to shares held by Genworks 2.
- Anti-hedging policy applies company-wide; pledging requires Board approval in certain circumstances.
Compensation Committee Analysis
- Composition: Dr. Hayden (Chair), Mr. Montalbano; both non-employee directors under Rule 16b-3. Responsibilities include CEO and executive compensation oversight, equity grant policies, director compensation recommendations, and engagement of compensation advisors with independence checks.
- Governance attributes: Independent consultant; competitive mix of fixed/variable pay; no guaranteed raises/bonuses; limited perquisites; no option repricing/backdating; no hedging; pledging limits.
- Say-on-Pay signal: 83% approval at 2024 AGM; committee maintained general structure of pay programs.
Potential Conflicts & Related-Party Exposure
- External CEO role: Concurrent CEO of Prilenia (clinical-stage biotech) may create time-commitment considerations; 2024 attendance suggests strong engagement.
- Multi-board service: Active directorships at Ionis and 89bio create network benefits and potential interlocks with industry participants; Board’s Nominating & Corporate Governance Committee oversees board composition and skills.
- Related-party transactions: 10-K discloses a 2022 advisory engagement with a firm co-founded by a director (unnamed), $0.3M expensed and $0.2M paid in 2023; Audit Committee reviews related-person transactions.
Governance Assessment
- Positives: Independent Lead Director with deep scientific and industry expertise; chairs Compensation Committee and serves on Audit and Nominating & Corporate Governance; full committee attendance in 2024; robust governance practices (majority voting, anti-hedging, pledging limits, independent comp consultant). These factors support board effectiveness and investor confidence.
- Watch items: Director equity awards have full acceleration upon sale of the company, which can weaken alignment in certain change-of-control scenarios; concurrent CEO role at Prilenia and multiple public boards warrant continued monitoring of time commitments and potential industry interlocks; a prior (2022) related-party advisory engagement with a director’s co-founded firm underscores the importance of sustained Audit Committee oversight.