Joseph Sirosh
About Joseph Sirosh
Independent Class III director at Absci (term expiring at the 2027 annual meeting). Director since January 2022; age 56. Background spans senior AI/ML leadership at Amazon and Microsoft, CTO roles in technology-driven companies, and current CEO/President of CreatorsAGI Inc. Education: B.Tech in Computer Science & Engineering (IIT Madras), M.S. and Ph.D. in Neural Networks (University of Texas at Austin) . Absci’s board determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | Vice President, Alexa Shopping | Oct 2022 – Nov 2023 | Led applied ML/AI for commerce experiences |
| Compass, Inc. | Chief Technology Officer | Dec 2018 – Aug 2022 | Enterprise tech leadership; real estate tech platform |
| Microsoft Corporation | Various roles incl. CTO of Artificial Intelligence | Jul 2013 – Dec 2018 | Led enterprise database, big data, and ML products |
| Amazon.com, Inc. | Vice President of Technology | Dec 2004 – Jul 2013 | Built ML and Transaction Risk Management teams |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CreatorsAGI Inc. | CEO & President | Current | Private company; AI leadership (no public board noted) |
Board Governance
- Board class and term: Class III; term ends at 2027 annual meeting .
- Independence: Independent (board determined all directors except the CEO are independent) .
- Committees:
- Nominating & Corporate Governance Committee: Member (appointed April 2025); committee chaired by Frans van Houten .
- Not on Audit (McGinnis chair; members McGinnis, Rabinovitsj, van Houten) or Compensation (Rabinovitsj chair; members McGinnis, Pangalos) .
- Attendance: In 2024, the full board met 9 times; each director attended ≥75% of the aggregate board/committee meetings for which they served (company-wide disclosure; not broken out per director) .
- Board leadership: Independent chair (Frans van Houten) effective April 1, 2024; CEO and chair roles separated .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging by directors .
- Clawback: Compensation recovery policy (effective Aug 3, 2023) for erroneously awarded incentive-based compensation for executives upon restatement; administered by Compensation Committee .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual board retainer (non-employee) | $40,000 | Cash |
| Additional retainer – non-exec chair/Lead Independent Director | $35,000 | Not applicable to Sirosh |
| Audit Committee – member/chair | $10,000 / $20,000 | Not applicable to Sirosh in 2024 |
| Compensation Committee – member/chair | $7,500 / $15,000 | Not applicable to Sirosh in 2024 |
| Nominating & Corporate Gov – member/chair | $5,000 / $10,000 | Sirosh joined in Apr 2025 (post-2024) |
| Director | Year | Cash Fees ($) | Total ($) |
|---|---|---|---|
| Joseph Sirosh | 2024 | 40,000 | 211,019 |
Notes:
- Absci reimburses reasonable out-of-pocket expenses for board service .
Performance Compensation
| Grant/Policy | Date | Instrument | Shares/Value | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| Annual director equity (2024 actual) | Jun 2024 | Options | 36,274 | 127,272 | Annual grant vests in full on earlier of 1 year from grant or next annual meeting; full acceleration upon sale of company |
| Annual director equity (2024 actual) | Jun 2024 | RSUs | 8,820 | 43,747 | Same as above |
| Amended director equity policy (structure) | 3/28/2024 | Options + RSUs | $175,000 Value (75% options / 25% RSUs) | N/A | Annual grant; vesting as above; single-trigger full acceleration upon sale |
| Prior director equity policy (pre-3/28/2024) | In effect to 3/28/2024 | Options (initial/annual) | 106,200 initial; 53,100 annual | N/A | Initial vests monthly over 36 months; annual vests by 1 year/next AGM; full acceleration upon sale |
- No director-specific performance metrics (e.g., revenue/TSR) are tied to board pay; compensation is cash retainers plus time-vested equity under the policy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock |
|---|---|---|
| None disclosed | — | No current public company directorships reported for Sirosh in the proxy . |
Related party/transactions:
- Company discloses no related party transactions since Jan 1, 2023 other than those described; none involve Sirosh .
- Audit Committee reviews related person transactions; policy and Code require disclosure and approval processes .
Expertise & Qualifications
- AI/ML and technical expertise (skills matrix flags “AI technology development expertise,” “Other technical/scientific expertise,” “Executive leadership,” “Public company operating experience,” “Operational experience scaling high-growth companies”) .
- Career track record leading ML platforms and risk systems at Amazon; AI product and platform leadership at Microsoft; CTO roles in tech-forward companies .
- Education: IIT Madras (B.Tech CSE); UT Austin (M.S., Ph.D. Neural Networks) .
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 31, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Joseph Sirosh, Ph.D. | 110,238 shares | <1% | All attributable to stock options exercisable within 60 days |
Holdings detail:
- Options held (aggregate, 12/31/2024): 146,512; of which 36,274 were June 2024 annual grant options (unexercisable at 12/31/2024); RSUs outstanding: 8,820 (June 2024 annual grant) .
- Hedging/Pledging: Company policy prohibits insiders (including directors) from hedging or pledging Company stock .
- Ownership guidelines for directors: Not disclosed in the proxy.
- Section 16(a): Company identified no delinquent Section 16(a) reports for Sirosh in 2024 (late filings noted for Phoenix Venture Partners II L.P. and Zachariah Jonasson only) .
Governance Assessment
Strengths and investor-confidence signals
- Independent director with deeply relevant AI/ML expertise aligned to Absci’s strategy (board skills matrix flags AI development expertise) .
- Active governance role via Nominating & Corporate Governance Committee (appointed April 2025), supporting board composition, evaluations, and ESG oversight .
- Clean independence profile; no related-party transactions disclosed; insider policy forbids hedging/pledging, aligning with governance best practices .
- Board and committee attendance threshold met at the company-wide level (≥75% for all directors) .
- Director pay mix favors equity (options + RSUs), supporting alignment; policy uses standardized value-based grants and accelerates vesting only upon a sale of the Company, not on performance discretion .
Watch items and potential risks
- Time commitments: currently CEO/President of CreatorsAGI Inc., which could increase time demands; effectiveness depends on sustained attendance and engagement (no adverse attendance disclosure, but monitoring warranted) .
- Not serving on Audit or Compensation Committees limits exposure to key financial and executive pay oversight; governance influence focused on nominating and governance matters .
- As an Emerging Growth Company, Absci does not hold say‑on‑pay votes, reducing direct shareholder feedback on compensation policies (contextual governance consideration) .
Appendix: Board and Committee Activity (2024)
- Board meetings: 9; Audit: 4; Compensation: 5; Nominating & Corporate Governance: 3 .