Véronique Lecault
AbCellera BiologicsAbout Véronique Lecault
Véronique Lecault, Ph.D., is AbCellera’s Chief Technology Officer (CTO) effective February 18, 2025, after serving as Chief Operating Officer (COO) since January 2019; she is a co-founder and a director since August 2018 and is age 40 as of April 1, 2025 . She holds a Ph.D. in Chemical and Biological Engineering from UBC and dual B.A.Sc. in Chemical Engineering/Honours B.Sc. Biochemistry from the University of Ottawa; she co‑invented AbCellera’s high‑throughput microfluidic platform . Company performance context: 2024 corporate goals were judged at 91% achievement; liquidity was ~$840M at year-end; partnerships expanded (Biogen, Viking/ArrowMark, Lilly), pipeline progressed (ABCL635/ABCL575 towards 2025 CTAs) . Pay‑versus‑performance disclosures show Company TSR metrics but TSR is not used for executive pay decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AbCellera Biologics Inc. | Chief Operating Officer | Jan 2019 – Feb 2025 | Scaled platform; process development ready for IND-enabling; manufacturing facility build; pipeline programs advanced; partnerships expanded . |
| AbCellera Biologics Inc. | Chief Technology Officer | Feb 2025 – present | Leads core technology, microfluidics and discovery platform; oversight of tech strategy . |
| AbCellera Biologics Inc. | Director (Class I; term to 2027 AGM) | Aug 2018 – present | Executive director bringing founder/operator perspective to Board . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lineage Biosciences Inc. (wholly‑owned subsidiary) | Vice President | Jan 2018 – present | Subsidiary leadership . |
| Trianni Inc. (wholly‑owned subsidiary) | Director | Nov 2020 – present | Subsidiary board . |
| AbCellera Australia Pty. Ltd. (wholly‑owned subsidiary) | Director | Sep 2019 – present | Subsidiary board . |
- No public company external directorships disclosed for Dr. Lecault .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annualized Base Salary ($) | $450,000 | $460,000 | $460,000 |
| Salary Paid ($) | $450,000 | $460,000 | $460,000 |
| Bonus Paid ($) | $172,627 | $167,779 (declined despite award) | $184,666 (FX converted) |
| All Other Compensation ($) | $22,447 | $22,808 | $23,040 |
| Total Compensation ($) | $4,688,188 | $650,587 | $3,424,564 |
Notes:
- 2024 base salaries for NEOs remained unchanged vs. 2023 .
- Canadian-resident NEO bonuses translated to USD at weighted-average FX; Dr. Lecault declined her 2023 bonus payment .
Performance Compensation
| Component | Design | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive (2024) | 70% corporate; 30% individual; CTO target 45% of base | Target incentive $207,000 on $460,000 base | Corporate performance 91%; Individual 95%; Bonus multiplier 92%; Award $190,854 (FX differences vs SCT) | Cash, paid after year-end . |
| Corporate Goals (2024) | Pipeline: ABCL635/575 on track for 1H25 CTAs; Platform: IND‑enabling capabilities; Partnerships: Biogen, Viking/ArrowMark; expanded Lilly; Financial: ~$840M liquidity; HQ/labs move | Stretch goals set by Board | Committee determined 91% achievement | N/A (bonus metric framework) . |
| Long‑Term Incentive (2024 grant) | 100% stock options for existing Section 16 NEOs; Annual grant at FMV; 25% after 1 year, remainder monthly over 36 months | 770,416 options @ $5.39 exercise price (Jan 14, 2024 grant) | Accounting grant date fair value $2,756,858 (ASC 718) | Vesting as above; time‑based; subject to Severance Plan acceleration . |
| Pay vs Performance Context | Company TSR and Net Income disclosed for PVP; Company does not use TSR or Net Income to set executive compensation | N/A | 2024 PVP table shows TSR 4.97 and Net Income $(162,857)k | N/A |
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 1, 2025) | Shares | % Outstanding |
|---|---|---|
| Total beneficial ownership | 12,670,618 | 4.2% |
Breakdown of beneficial ownership:
- 7,155,008 shares via Pacific Swell Capital Corp. (Dr. Lecault is a director and shares voting/dispositive power) .
- 273,630 shares via Slomo Family Trust (2019) where she is a trustee .
- 61,580 shares held by spouse .
- 2,123,456 shares held directly .
- 3,056,944 shares underlying options exercisable within 60 days .
Outstanding equity awards at 12/31/2024:
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Jan 14, 2024 (2020 Plan) | Jan 14, 2024 | — | 770,416 | 5.39 | Jan 14, 2034 |
| Dec 1, 2022 (2020 Plan) | Dec 1, 2022 | 231,267 | 231,268 | 13.18 | Dec 1, 2032 |
| Dec 7, 2021 (2020 Plan) | Dec 7, 2021 | 304,515 | 101,505 | 14.55 | Dec 7, 2031 |
| Dec 10, 2020 (2020 Plan) | Dec 10, 2020 | 190,800 | — | 20.00 | Dec 10, 2030 |
| Oct 29, 2020 (Pre-IPO Plan) | Oct 29, 2020 | 2,000,000 | — | 2.30 | Oct 29, 2030 |
Insider transactions and vesting signals:
- Option exercise of 83,334 shares at $0.188 (and RSU-related) on June 21, 2024; filed June 24, 2024 .
- Annual option grant filing dated Jan 1, 2025 indicating an option award of 832,033 (Form 4) .
- Prior open-market purchase: 20,000 shares on Sep 12, 2023 .
Policies affecting alignment:
- Hedging is prohibited; use of company securities as collateral requires Board approval if loan exceeds 20% of pledged securities .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreements | Initial employment agreement Dec 20, 2016 (effective Dec 16, 2016) amended Jun 1, 2018; continuation agreement Jan 15, 2020 (effective Feb 1, 2020); CTO role formally recognized Feb 2025 . |
| Notice requirements | Voluntary resignation requires 3 months’ prior written notice (Company may waive with base salary in lieu) . |
| Restrictive covenants | Perpetual NDA; IP assignment; 1‑year non‑compete and non‑solicit post‑termination . |
| Severance (outside CIC) | 12 months base salary; continued health benefits for 12 months (Canadian participants not less than required by law) . |
| Severance (double‑trigger CIC) | 100% of base salary + 100% of target bonus; health benefits for 12 months (Canadian participants as noted); full accelerated vesting of time‑based equity; performance‑based awards vest at target . |
| Estimated payouts (as of 12/31/2024) | Termination not in CIC: $460,000 cash + $2,259 other; Termination in CIC: $667,000 cash + $2,259 other; options acceleration value shown as $0 based on $2.93 stock price and exercise prices . |
Board Governance
| Attribute | Details |
|---|---|
| Board role | Class I Director; term expires at 2027 Annual Meeting . |
| Independence | Not independent (executive officer); independent directors are Hayden, Lo, Montalbano; all Board committees comprise independent directors per Nasdaq/SEC rules . |
| Committees | Not listed as a member of Audit/Compensation/Nominating committees; committees staffed by independent directors . |
| Attendance (2024) | Each director attended ≥75% of Board and committee meetings; Board met 5x; Compensation 6x; Audit 4x; Nominating 1x . |
| Director compensation | Employee directors (Hansen, Lecault) receive no additional director fees; non‑employee director policy: $50,000 board retainer; additional committee chair/member retainers; annual equity ~$400,000 fair value; initial equity $800,000 . |
| Dual-role implications | CEO also serves as Chairperson; Board states combination is in Company’s best interest; Lead Director role held by Michael Hayden . |
Director Compensation
| Item | Amount/Policy |
|---|---|
| Cash retainer (Board) | $50,000 annual retainer . |
| Committee retainers | Audit chair $20,000; Audit member $10,000; Compensation chair $15,000; Compensation member $7,500; Nominating chair $10,000; Nominating member $5,000 . |
| Equity | Annual grant target $400,000 fair value; initial $800,000; uses 60‑day VWAP for sizing; full acceleration upon sale of Company . |
| Employee directors | No additional compensation; Dr. Lecault’s director service compensated via NEO pay . |
Compensation Structure Analysis
- Equity-heavy design: Ongoing awards for Section 16 NEOs are 100% stock options with multi‑year vesting; no RSUs/PSUs in ongoing annual grants, reducing near-term guaranteed equity and linking realizable pay to stock performance .
- Mix and targeting: Base/cash targeted at ~25th percentile; long‑term incentives targeted around median to 75th percentile vs peer group; independent consultant (Alpine Rewards) engaged to set peer group for 2024 decisions .
- Governance features: No option repricing/backdating; hedging prohibited; pledging constrained; perquisites limited; no defined benefit pension plans .
- Timing change: Annual NEO equity grant timing moved to January (first in Jan 2024); no equity awards in 2023; Dr. Lecault declined her 2023 bonus .
- Performance metric framework: Annual cash incentives tied to operational goals (pipeline, platform, partnerships, liquidity/operations) rather than TSR/Net Income, which the Company does not use for compensation decisions .
Compensation Peer Group (for 2024 program benchmarking)
Adaptive Biotechnologies; Agios Pharmaceuticals; Allogene Therapeutics; Blueprint Medicines; BridgeBio Pharma; CRISPR Therapeutics; Deciphera Pharmaceuticals; Denali Therapeutics; Halozyme Therapeutics; Ionis Pharmaceuticals; Ligand Pharmaceuticals; Recursion Pharmaceuticals; Regenxbio; Schrödinger; Twist Bioscience; Ultragenyx Pharmaceutical; Vir Biotechnology; Xenon Pharmaceuticals; Xencor .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval ~83%; Compensation Committee maintained pay program structure .
- 2025 Say‑on‑Pay approved: For 131,605,595; Against 16,469,354; Abstain 363,228; broker non‑votes 35,560,807 .
Risk Indicators & Red Flags
- Hedging/derivatives/short sales prohibited; pledging restricted to Board‑approved scenarios above threshold—reduces misalignment risk .
- No reported legal proceedings adverse to AbCellera involving directors/executives .
- No history of option repricing/backdating disclosed .
- CEO also Chair; mitigated by independent committees and Lead Director .
Equity Ownership & Trading Pressure Signals (detail)
| Date | Type | Shares | Price | Note |
|---|---|---|---|---|
| Jun 21, 2024 | Option/RSU Exercise | 83,334 | $0.188 | Option exercise; Form 4 filed Jun 24, 2024 . |
| Jan 1, 2025 | Option Award | 832,033 | $0 | Annual award filing (Form 4) . |
| Sep 12, 2023 | Open‑market Purchase | 20,000 | $5.19 | Increased stake . |
Expertise & Qualifications
- Technical: Microfluidics/bioprocess engineering; platform co‑inventor .
- Industry experience: Co‑founder/operator since 2012; scaled discovery/development capabilities; manufacturing build; clinical pipeline expansion .
- Board qualifications: Executive director contributing founder/operator perspective; not independent due to management role .
Performance & Track Record
| Measure | 2024 | Notes |
|---|---|---|
| Corporate goal attainment | 91% of target | Pipeline, platform, partnerships, financial performance assessed . |
| Liquidity | ~$840M at Dec 31, 2024 | Supports strategy execution . |
| Partnerships | Biogen, Viking/ArrowMark; expanded Lilly | TCE deal with AbbVie closed Jan 2025 (outside FY24) . |
| Company TSR (PVP table) | 4.97 (value of $100 metric) | For disclosure; not used in pay decisions . |
| Net Income | $(162,857)k | Disclosure metric; not used in pay decisions . |
Compensation & Incentives Detail (NEO program attributes)
| Element | Policy/Design |
|---|---|
| Base Salary | Reviewed annually; unchanged 2024 vs 2023 for NEOs . |
| Target Bonus % | CTO: 45% of base; 70% corporate/30% individual weighting . |
| Long‑Term Incentives | 100% stock options for ongoing awards to Section 16 NEOs; FMV exercise price; 25% after 1 year then monthly over 36 months . |
| Severance Plan | 12 months base (outside CIC); Double‑trigger CIC: 100% base + 100% target bonus; time‑based equity full acceleration; performance equity at target . |
| Clawbacks | Clawback program referenced via governance framework; enforcement details not separately disclosed in proxy sections cited . |
| Pledging/Hedging | Hedging prohibited; collateralized pledging constrained by Board approval threshold . |
Investment Implications
- Alignment: Large beneficial ownership (4.2%) with significant in‑the‑money legacy options at low strike ($2.30 pre‑IPO) plus multi‑year vesting options from 2021–2024 provides strong equity linkage; hedging ban and pledging limits further align incentives .
- Retention/Change‑in‑Control: Double‑trigger CIC terms (100% base + 100% target bonus, full acceleration of time‑based equity) reduce departure risk during strategic events; outside CIC severance of 12 months base is standard for Canadian executives .
- Performance Pay Structure: Cash incentives tied to operational milestones (pipeline, manufacturing readiness, partnerships, liquidity) rather than TSR/Net Income; for biotech development risk profiles, this can better align execution but may reduce sensitivity to market outcomes; 2024 goals assessed at 91% .
- Trading Signals: 2024 option exercises indicate vesting/availability but not necessarily selling; 2023 open-market purchase by Dr. Lecault is a positive insider signal; monitor future Form 4 filings for exercises/sales as manufacturing facility comes online and clinical milestones approach .