Frans van Houten
About Frans van Houten
Independent director since June 2023 (age 64), appointed non-executive Chair of the Board effective April 1, 2024. Former CEO and Chair of Royal Philips NV (2011–2022) and CEO of NXP Semiconductors NV (2004–2008); previously held managerial roles at Philips (1986–2004). Holds MSc and bachelor’s degrees in economics from Erasmus University Rotterdam. Board determined him independent under Nasdaq and SEC rules; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Philips NV | CEO; Chair of Board of Management & Executive Committee | Mar 2011–Oct 2022 | Led corporate strategy and operations; global transformation |
| NXP Semiconductors NV | CEO | Oct 2004–Dec 2008 | Corporate leadership through spin-out and industry cycles |
| Royal Philips | Managerial positions | 1986–2004 | Multiple executive roles across business units |
| World Economic Forum | Co-Chair | 2017 | Global governance and policy dialogue |
| Platform for Accelerating the Circular Economy (PACE) | Co-Founder & Co-Chair | Not specified | Sustainability initiative leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Novartis AG | Independent Director | Feb 2017 | Large-cap pharma board seat |
| Castor EDC | Independent Director | May 2023 | Health-tech/data |
| Synthesis Health Inc. | Independent Director | May 2023 | Health AI |
| Affidea Group | Independent Director | Jan 2024 | Pan-European diagnostic provider |
| Graduate Entrepreneur | Chair; Co‑Founder | Jan 2020 | Venture fund and ecosystem |
Board Governance
- Roles: Non-executive Chair (separate from CEO), Audit Committee member and “audit committee financial expert,” and Chair of Nominating & Corporate Governance Committee. Independence affirmed for all non-employee directors.
- Committee activity: Audit Committee met 4 times in 2024; Compensation Committee met 5 times; Nominating & Corporate Governance Committee met 3 times; full Board met 9 times. Directors attended ≥75% of Board and relevant committee meetings in 2024.
- Policies strengthening governance: Director Resignation Policy (must tender resignation if “withheld” votes exceed “for” votes), prohibition on hedging/pledging by insiders, and compensation recovery (clawback) policy effective Aug 3, 2023.
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Board annual retainer (cash) | $40,000 | Non-employee directors |
| Non-executive Chair/Lead Independent Director retainer | $35,000 | Additional to Board retainer |
| Audit Committee member | $10,000 | Chair: $20,000 |
| Compensation Committee member | $7,500 | Chair: $15,000 |
| Nominating & Corporate Governance member | $5,000 | Chair: $10,000 |
| Director (FY2024) | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total Cash ($) |
|---|---|---|---|
| Frans van Houten | $86,250 | $1,984 (U.S. tax service provider fees) | $88,234 |
Note: Van Houten’s cash total is consistent with proration of the Chair retainer given Chair appointment effective April 1, 2024 (9 months of service).
Performance Compensation
| Equity Component | FY2024 Value ($) | Grant Form | Vesting | Key Terms |
|---|---|---|---|---|
| Annual Option Award | $127,272 | Stock option | Annual grant vests in full at earlier of 1 year or next annual meeting; initial grants vest over 36 months | Annual grant mix: 75% option value; full acceleration upon sale of company |
| Annual RSU Award | $43,747 | RSU | Annual grant vests in full at earlier of 1 year or next annual meeting; RSUs typically vest over 3 years for certain grants | Annual grant mix: 25% RSU value; full acceleration upon sale of company |
- Equity grant policy amended Mar 28, 2024: Initial director option “Value” $350,000 (Black‑Scholes); Annual “Value” $175,000 with 75% option / 25% RSU; pro‑rated if <12 months of service.
- Clawback: Company may recover erroneously awarded incentive-based compensation (cash or equity) from current/former executives if an accounting restatement is required (administered by Compensation Committee).
Other Directorships & Interlocks
- Public company boards: Novartis AG; no Absci‑disclosed related‑party transactions with Novartis or other entities where van Houten serves.
- Capital markets events: March 2024 follow‑on offering included purchases by holders ≥5% (FMR LLC, Redmile); no director‑specific related‑party transactions reported for van Houten.
Expertise & Qualifications
- Audit/finance expertise: Designated “audit committee financial expert”; finance/accounting experience and enterprise risk oversight.
- Executive leadership and public company operating experience; international operations; strategy and business development exposure; technical/scientific network relevance to biotech.
- Education: Erasmus University Rotterdam (MSc; bachelor’s in economics).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 67,850 (options exercisable within 60 days) | <1% of outstanding shares |
| Options outstanding (total) | 142,474 | As of Dec 31, 2024 |
| RSUs outstanding (total) | 8,820 | As of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Policy covers hedging and pledging bans |
Insider Trading & Section 16 Compliance
| Person | Late Section 16 Filings in 2024 | Notes |
|---|---|---|
| Frans van Houten | None reported | Company disclosed late filings for PVP and for Dr. Jonasson; none for van Houten. |
Governance Assessment
-
Strengths
- Separation of Chair and CEO roles enhances oversight; van Houten serves as non-executive Chair.
- Audit committee financial expert designation supports financial rigor; independence affirmed.
- Robust policies: Director Resignation Policy; clawback; hedging/pledging prohibition.
- Active committee engagement: Audit and Nominating & Corporate Governance participation; Board and committee meeting cadence with ≥75% attendance for all directors.
-
Alignment and Incentives
- Director equity program moved to mixed options/RSUs (75/25) with clear vesting and change‑in‑control acceleration; cash retainer supplemented by Chair and committee fees.
- Modest direct beneficial ownership (<1%) typical for newer directors; additional unvested options/RSUs provide long‑term alignment. Hedging/pledging ban strengthens alignment.
-
Potential Conflicts / RED FLAGS
- Multiple external directorships (including Novartis AG) warrant monitoring for potential future related‑party transactions; company discloses none to date.
- No insider trading compliance issues reported for van Houten in 2024.
Context: As an emerging growth company, Absci is not required to hold say‑on‑pay votes; scaled proxy disclosures apply until EGC status sunsets or earlier triggers occur.