Menelas Pangalos
About Prof Sir Menelas (Mene) Pangalos
Prof Sir Menelas Pangalos, Ph.D., age 58, has served as an independent director of Absci (ABSI) since January 1, 2024, and is a Class II director with a term expiring at the 2026 annual meeting . He holds a Ph.D. in Neurochemistry and an undergraduate degree in Biochemistry from the University of London; he was knighted in 2019 and is a Fellow of the Royal Society, the Academy of Medical Sciences, the Royal Society of Biology, and Clare Hall, University of Cambridge . His background includes senior R&D leadership across large pharma with deep expertise in drug discovery, development, and R&D operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca | Executive Vice‑President, R&D BioPharmaceuticals | Jan 2019 – Mar 2024 | Led bio‑pharma R&D operations; prior EVP roles since 2010 |
| AstraZeneca | Executive Vice‑President (various roles) | 2010 – 2019 | R&D operations leadership |
| Pfizer; Wyeth Research; GlaxoSmithKline | Senior R&D roles (incl. SVP) | Not disclosed | Drug discovery and R&D management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Biogen Inc. | Board Member | Current (as of Apr 28, 2025) | Public company directorship |
| King’s College London (Wolfson Centre for Age‑Related Diseases) | Visiting Professor of Neuroscience | Since 2005 | Academic role |
| University of Pennsylvania (Institute of Neurological Sciences) | Adjunct Professor of Neuroscience | 2007–2010 | Academic role |
Board Governance
- Committee assignments: Compensation Committee member; appointed January 2024. Compensation Committee chaired by Daniel Rabinovitsj; other members include Karen McGinnis, CPA. Board determined all members of the Compensation Committee are “independent” per Nasdaq rules .
- Not on Audit Committee (members: Karen McGinnis, CPA – Chair; Frans van Houten; Daniel Rabinovitsj) .
- Independence: Board determined all directors other than CEO Sean McClain are independent under Nasdaq and SEC rules .
- Attendance: In 2024, each director attended at least 75% of combined board and committee meetings; the full board met nine times .
- Term and class: Class II; term expires 2026 .
- Committee activity levels in 2024: Compensation Committee met five times; Audit Committee met four times; Nominating and Corporate Governance Committee met three times .
- Director resignation policy: nominees receiving more “withheld” than “for” votes must tender resignation .
Fixed Compensation
| Component | Policy Terms | 2024 Actual for Pangalos ($) |
|---|---|---|
| Board annual cash retainer | $40,000 for non‑employee directors | $40,000 (implied within cash fees) |
| Compensation Committee member retainer | $7,500 for members; $15,000 for chair | $7,500 (member) |
| Audit Committee member retainer | $10,000; chair $20,000 | N/A (not a member) |
| Nominating & Corporate Governance member retainer | $5,000; chair $10,000 | N/A (not a member) |
| Cash fees subtotal (Board + Committees) | As per policy above | $47,500 |
| Other cash compensation (SAB retainer) | Scientific Advisory Board retainer $25,500/year (paid quarterly) | $25,500 |
| Total cash & other comp (2024) | Sum of above | $73,000 (47,500 + 25,500) |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Initial Board Option (pre‑Mar 28, 2024 policy) | Jan 2024 | 106,200 options | Included within option awards total | 36 equal monthly installments; continued service required | Full acceleration upon company sale |
| Annual Director Option (prorated) | Jun 2024 | 15,114 options | Included within option awards total | Vests fully at earlier of 1 year or next annual meeting; continued service required | Under amended policy with 75% option / 25% RSU mix |
| Annual Director RSUs (prorated) | Jun 2024 | 3,675 RSUs | $18,228 (stock awards) | Vests fully at earlier of 1 year or next annual meeting; continued service required | Under amended policy |
| Scientific Advisory Board Option | Jan 1, 2024 | 18,900 options | Included within option awards total | Equal monthly installments over 2 years from Jan 1, 2024; continued service required | SAB consulting agreement terms |
| Total Director Option Awards (2024) | 2024 | Aggregate | $379,026 | As above | Accounting fair value under ASC 718 |
Policy shift and caps:
- As of March 28, 2024, initial director grant moved to value‑based $350,000 in options; annual director grant moved to $175,000 value with 75% option / 25% RSU; annual grants prorated for partial year service; full acceleration upon company sale .
- Annual compensation caps: $1,250,000 for the first calendar year as a non‑employee director; $1,000,000 in any other calendar year .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Biogen Inc. | Director | No Absci‑Biogen related‑party transactions disclosed; audit committee reviews related‑person transactions per policy |
Expertise & Qualifications
- Extensive leadership in large pharma R&D and drug discovery (AstraZeneca EVP roles since 2010; EVP R&D BioPharma 2019–2024) .
- Academic and scientific credentials: Ph.D. in Neurochemistry; Visiting Professor at King’s College since 2005; Adjunct Professor at University of Pennsylvania 2007–2010 .
- Recognitions: Knighted in 2019; Fellow of multiple leading scientific academies and societies .
- Skill matrix: Board skills table indicates public company operating experience, drug discovery, medical/scientific network, and commercial strategy relevance for Pangalos .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 59,800 shares underlying options exercisable within 60 days; less than 1% of outstanding shares |
| Shares outstanding (for % calc basis) | 127,540,754 shares (as of Mar 31, 2025) |
| Director equity held (12/31/2024 snapshot) | 140,214 options outstanding; 3,675 RSUs outstanding |
| Hedging and pledging | Company prohibits hedging and pledging by insiders (directors, officers, selected employees/consultants) |
| Ownership guidelines | The bylaws require nominees to comply with stock ownership and trading policies and guidelines applicable to directors; numeric guideline not disclosed |
Governance Assessment
- Board effectiveness and independence: Pangalos is an independent director, with relevant domain expertise and public company experience; Compensation Committee membership adds governance depth to executive pay oversight .
- Attendance and engagement: Met company’s 75%+ attendance threshold in 2024; board met nine times, indicating active governance cadence .
- Compensation and alignment: Director pay mix combines cash retainer plus equity (options and RSUs). The March 2024 policy introduced RSUs (25% of annual grant), which can increase alignment but reduces risk compared to options‑only; annual and initial grants are value‑based ($175k annual; $350k initial) with full acceleration upon a company sale, a potential entrenchment/over‑incentive to favor sale outcomes .
- Potential conflicts and related‑party exposure: Pangalos holds a Scientific Advisory Board consulting role with a $25,500 retainer and separate SAB option grant; while the board affirmed his Compensation Committee independence under Nasdaq rules, consulting fees are a factor boards must consider for comp committee independence—this dual role creates a perceived conflict risk. Mitigants: not on the Audit Committee (which has stricter fee prohibitions), and the Audit Committee reviews related‑person transactions; no material related‑party transactions involving directors disclosed since Jan 1, 2023 beyond standard compensation .
- Controls and policies: Insider trading policy prohibits hedging/pledging; compensation recovery policy (effective Aug 3, 2023) administered by the Compensation Committee enhances accountability for executives in restatement scenarios .
- Signals for investor confidence: Strong scientific credentials and Biogen board seat support strategic insight; attendance and independence determinations are positive. The SAB consulting engagement alongside Compensation Committee membership warrants monitoring to ensure robust recusals and advisor independence in director/exec pay decisions .
Director Compensation (2024 Summary)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Sir Menelas Pangalos, Ph.D. | 47,500 | 18,228 | 379,026 | 25,500 | 470,254 |
Key Agreements
- Scientific Advisory Board Agreement: Two‑year term from Jan 1, 2024; $25,500 annual cash retainer; SAB option for 18,900 shares vesting monthly over two years; termination rights (30‑day notice); IP assignment and confidentiality covenants; expense reimbursement (pre‑approved) .
- Non‑Employee Director Compensation Policy: Pre‑Mar 28, 2024 policy provided initial option 106,200 shares with 36‑month monthly vest and annual 53,100 option vesting by next annual meeting/one year; post‑Mar 28, 2024 policy moved to value‑based $350k initial options and $175k annual grant (75% options/25% RSUs), with acceleration upon sale and annual caps ($1.25M first year; $1.0M thereafter) .