Sean McClain
About Sean McClain
Sean McClain is the Founder and Chief Executive Officer of Absci (since August 2011) and a Class III director with a term expiring at the 2027 annual meeting; he is 35 years old and holds a B.S. in Molecular & Cellular Biology from the University of Arizona . In 2024 the board determined company performance achieved 100% of corporate goals (pipeline, partnerships, R&D milestones, AI platform, cash flow) for purposes of executive bonuses . Absci’s 2025 proxy letter highlights plans to enter clinical stage in 2025 with ABS-101 and progress on ABS-201, positioning the company for potential value inflection from first-in-human data .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Absci Corporation | Founder & Chief Executive Officer | Aug 2011–present | Set strategy; scaled Integrated Drug Creation platform and partnerships |
| Absci LLC (predecessor) | Managing Member | Since inception (predecessor to Absci Corp) | Led predecessor entity prior to corporate formation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oregon Translational Research and Development Institute (OTRADI) | Board Member | Previously (dates not disclosed) | Ecosystem engagement; biotech incubation expertise |
| Life Science Washington | Board Member | Previously (dates not disclosed) | Industry advocacy and network expansion |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 620,000 | 660,400 | 2024 base increased to $667,680 as of Mar 1, 2024; $624,000 for Jan–Feb 2024 |
| Target Bonus (% of base) | — | 60% | Applies under Senior Executive Cash Incentive Bonus Plan |
| Non-Equity Incentive (Cash) ($) | 372,000 | 396,240 | Based on 100% achievement of 2024 corporate goals |
| All Other Compensation ($) | 13,200 | 13,800 | 401(k) match for U.S.-based execs per footnote |
| 2025 Base Salary ($) | — | 694,387 (effective Mar 1, 2025) | Approved Feb 6, 2025 |
Performance Compensation
Annual Cash Bonus Framework (2024)
| Metric Area | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Pipeline development | Not disclosed | Set by Compensation Committee | Achieved | 100% of Corporate Performance Goals for 2024 |
| Strategic partnerships | Not disclosed | Set by Compensation Committee | Achieved | 100% of Corporate Performance Goals for 2024 |
| R&D milestones / AI platform development | Not disclosed | Set by Compensation Committee | Achieved | 100% of Corporate Performance Goals for 2024 |
| Cash flow objectives | Not disclosed | Set by Compensation Committee | Achieved | 100% of Corporate Performance Goals for 2024 |
Equity Awards Detail (selected material grants outstanding at 12/31/2024)
| Grant Date | Type | Shares/Options | Exercise Price | Vesting / Performance | Status Reference |
|---|---|---|---|---|---|
| 3/1/2023 | Stock Options | 568,750 Exer. / 731,250 Unexer. | $2.01 | 25% at 1-year, then monthly over next 36 months | Option schedule |
| 10/12/2023 | RSUs | 116,667 | — | 1/3 annually 2023–2026 | RSU schedule |
| 2/1/2024 | Stock Options | 766,000 Unexer. | $4.40 | 33% at 1-year, then annual installments | Option schedule |
| 2/1/2024 | RSUs | 182,000 | — | 1/3 annually 2024–2027 | RSU schedule |
| 3/19/2024 | Performance RSUs (Price-Vesting) | 1,500,000 | — | Tranches vest on stock price hurdles: $10 (150k), $12 (200k), $14 (225k), $16 (250k), $18 (300k), $20 (375k); unvested forfeit after 3 years | PSU schedule |
2024 grant-date fair values (FASB ASC 718): Stock awards $6,292,050 (includes Monte Carlo valuation of price-vesting PSUs $5,491,250), option awards $2,424,498 .
Option Moneyness as of 12/31/2024 (FMV $2.62/share)
- $2.01 grant (3/1/2023) was in-the-money vs $2.62 FMV . The $4.40 (2/1/2024) and $8.27 (2/21/2022) grants were out-of-the-money at that date .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 10,760,728 |
| % of Shares Outstanding | 8.30% (based on 127,540,754 shares outstanding) |
| Composition (within 60 days of 3/31/2025): Options exercisable | 2,024,772 |
| Composition: Common shares held directly | 6,456,420 |
| Composition: Shares transferred to Brittany McClain but subject to Sean’s voting proxy | 2,269,987 + 9,549 options (voting control noted) |
| Company Policy on Hedging/Pledging | Hedging and pledging of company stock prohibited for insiders |
| Equity Grant Timing Policy | Grants follow formal policy; not timed around material nonpublic info; no grants in 4-day windows around earnings filings in 2024 |
Employment Terms
| Scenario | Cash Severance | COBRA Contribution | Equity Acceleration | Other Terms |
|---|---|---|---|---|
| Termination without cause / resignation for good reason (outside CIC period) | 12 months base salary (offset by any garden leave pay) | Up to 12 months if enrolled/elects COBRA | None specified | Separation agreement; company may require 1-year post-employment noncompete as condition to severance |
| Termination without cause / resignation for good reason (within 12 months after Change in Control) | Lump sum: 18 months base salary + 1.5x annual target bonus (offset by any garden leave pay) | Up to 18 months if enrolled/elects COBRA | Immediate acceleration of all time-based equity awards | Separation agreement required |
| Board Nomination Right | Company will nominate and recommend McClain for election to the board while he serves as CEO |
Clawback: Absci adopted a compensation recovery policy effective August 3, 2023 in line with Nasdaq Rule 10D-1; applies to current/former executives for erroneously awarded incentive comp upon a required accounting restatement .
Board Governance (Director Service, Committees, Dual-Role Implications)
- Classification and term: Class III director; term expires at the 2027 annual meeting .
- Independence: Board determined all directors except McClain are independent; McClain is not independent due to his CEO role .
- Chair/CEO structure: Board appointed Frans van Houten as independent chair effective April 1, 2024; CEO and Chair roles are separated, mitigating CEO/Chair concentration concerns .
- Committee membership: Audit (McGinnis—Chair, Rabinovitsj, van Houten); Compensation (Rabinovitsj—Chair, McGinnis, Pangalos); Nominating & Governance (van Houten—Chair, Sirosh). McClain is not listed as a member of any committee .
- Board activity: Full board met nine times in 2024; each director attended at least 75% of board and assigned committee meetings .
- Director compensation: McClain receives no additional compensation for director service (compensated as CEO only) .
- Say-on-Pay: As an emerging growth company, Absci is not required to hold advisory Say‑on‑Pay votes .
Compensation Structure Analysis (Pay for Performance and Risk Levers)
| Component | 2023 (USD) | 2024 (USD) | Observation |
|---|---|---|---|
| Salary | 620,000 | 660,400 | Modest salary increase |
| Non-Equity Incentive (Cash) | 372,000 | 396,240 | 100% corporate goal achievement in 2024 |
| Stock Awards (incl. PSUs) | 231,000 | 6,292,050 | Significant shift to equity; 2024 includes price-vesting PSUs ($5.49M fair value) |
| Option Awards | 1,861,171 | 2,424,498 | Continued use of long-dated options |
Key incentive features and implications:
- 2024 price-vesting PSUs (1.5M shares) require sustained stock price hurdles between $10–$20 within three years; tranches backfill if higher hurdles are met first, but unvested PSUs forfeit after three years—strong alignment with absolute TSR objectives and limited window to realize value .
- Option moneyness as of 12/31/2024: $2.01 options were in-the-money; $4.40 and $8.27 options were out-of-the-money—limiting near-term exercise/sale overhang at that date .
- Hedging/pledging prohibited, enhancing alignment and reducing downside insulation incentives .
- Double-trigger CIC severance (18 months base + 1.5x target bonus) with full time-based equity acceleration creates retention through closing and alignment in change-of-control scenarios .
Director Compensation (Context)
- Non-employee director retainers: $40,000 board retainer; committee chair/member fees; additional $35,000 for non-exec chair/lead independent director .
- Equity for non-employee directors (since Mar 28, 2024): Initial grant $350,000 value (options); annual grant $175,000 value (75% options, 25% RSUs); full acceleration on sale of the company .
- McClain received no additional director pay .
Equity Ownership & Beneficial Holders (Context)
- McClain beneficially owns 10,760,728 shares (8.30%); comprising 2,024,772 options exercisable within 60 days, 6,456,420 shares held directly, and voting control over 2,269,987 transferred shares (plus 9,549 options) via proxy from Brittany McClain .
- Major holders include FMR LLC (10.59%), Phoenix Venture Partners II LP (7.33%), Redmile Group (6.49%), ARK Investment Management (6.48%), and Alger Associates (5.10%) .
Employment & Contracts (Additional Terms)
- Expense reimbursement and standard participation in benefit plans .
- Potential one-year non-compete at company’s discretion as a condition for severance .
- Equity acceleration limited to time-based awards on double-trigger CIC; performance awards subject to plan terms unless otherwise specified .
Related-Party Transactions and Governance Controls
- No related-party transactions exceeding thresholds since January 1, 2023 (excluding routine executive/director compensation) .
- Compensation committee uses independent consultant Aon; committee assessed independence and found no conflicts .
- Compensation committee and all standing committees composed entirely of independent directors .
Investment Implications
- Strong equity alignment: Large 2024 PSU grant with price hurdles ($10–$20) and forfeiture after three years provides high-powered, time-bound incentives for absolute share price appreciation, which may amplify management focus on catalysts and capital formation .
- Near-term selling pressure appears limited by option moneyness as of 12/31/2024 (only the $2.01 options ITM), while RSU and future option vesting schedules create a measured supply overhang cadence rather than a single cliff .
- Retention risk moderated by competitive base, cash bonus opportunity (60% target), double-trigger CIC severance (18 months base + 1.5x target bonus), and full time-based equity acceleration on CIC, balanced by a potential one-year non-compete requirement for severance .
- Governance mitigants: Separated Chair/CEO roles and prohibition on hedging/pledging reduce classic dual-role and alignment concerns; McClain’s significant ownership (8.30%) further ties outcomes to shareholder value .
- Execution watch items: Realization of clinical milestones (ABS‑101 entry and interim data) and partnership traction underpin bonus metrics and could drive PSU unlocks; sustained operational delivery is key to converting incentive structures into realized compensation and investor returns .