Shelby Walker
About Shelby Walker
Shelby Walker, JD, has served as Absci’s Chief Legal Officer since June 27, 2024; she is age 50 as of March 31, 2025 and leads legal, IP, risk, compliance, and business transactions for the company . Prior roles include General Counsel/Corporate Secretary at Korro Bio (May 2023–June 2024), SVP, Intellectual Property at CRISPR Therapeutics (March 2018–April 2023), and General Counsel at Ginkgo Bioworks (May 2016–March 2018) . She holds a JD and LLM from UNH Franklin Pierce School of Law, dual MS degrees from Johns Hopkins University, and a BS in Biotechnology from Worcester Polytechnic Institute . Absci’s executive bonus framework ties payouts to corporate and individual goals that may include revenue, EBITDA, cash flow, R&D/regulatory milestones, stock price/stockholder returns, and other operating metrics; the company has an SEC-compliant compensation recovery (clawback) policy effective August 3, 2023 and prohibits executive hedging/pledging of company stock, reinforcing alignment .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Korro Bio (Nasdaq: KRRO) | General Counsel & Corporate Secretary | 2023–2024 | Senior legal leadership at a genetic medicine company |
| CRISPR Therapeutics (Nasdaq: CRSP) | SVP, Intellectual Property | 2018–2023 | Led IP in gene-editing therapeutics |
| Ginkgo Bioworks | General Counsel | 2016–2018 | Corporate legal leadership in synthetic biology platform |
External Roles
- Not disclosed in company filings reviewed for this analysis .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Signing Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 (offer terms) | 460,000 | 40% | 25,000 (repayable if voluntary resignation/termination for Cause within 12 months) | Bonus for 2024 prorated if start before Sep 30, 2024; otherwise eligible starting 2025 |
Performance Compensation
Annual Cash Incentive Plan
| Component | Metric set | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Senior Executive Cash Incentive Bonus Plan | Corporate and individual objectives; Committee may select from R&D/clinical/regulatory milestones, revenue, EBITDA, net income, cash flow, stock price/stockholder returns, bookings/ARR, operating efficiency, etc. | Not disclosed | Not disclosed for Ms. Walker | Not disclosed for Ms. Walker | Paid following year-end after goals are measured; must be employed on payment date absent otherwise provided | Cash at payout |
Equity Incentives
| Grant type | Grant date | Shares/Options | Exercise/Grant price | Term/Expiration | Vesting schedule | Special vesting/acceleration |
|---|---|---|---|---|---|---|
| Non-statutory stock option (Inducement Plan) | July 1, 2024 | 613,000 options | $3.01 per share | 10-year term; expires July 1, 2034 | 25% vests on July 1, 2025; remaining 75% vests in 36 equal monthly installments thereafter through July 1, 2028, subject to continued service | Upon termination without Cause or for Good Reason within 12 months after a Change in Control, all time-based equity becomes fully vested (double-trigger) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 31, 2025) | The proxy states Ms. Walker “did not beneficially own any shares” as of March 31, 2025 . |
| Outstanding option grant | 613,000 options at $3.01, 10-year term; vesting as noted above . |
| Vested vs. unvested | 25% time-vest on July 1, 2025; remaining monthly installments thereafter through July 1, 2028 (service-based) . |
| Hedging/pledging | Company policy prohibits hedging transactions and pledging or using company securities as collateral (applies to executives) . |
| Clawback policy | Compensation recovery policy adopted August 3, 2023, enabling recoupment of erroneously awarded incentive-based compensation post-restatement, administered by the Compensation Committee . |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment status | At-will; effective date June 27, 2024; role: Chief Legal Officer; remote primary location with business travel as needed . |
| Base pay/bonus | Base salary $460,000; target bonus 40% (prorated for 2024 if start before Sep 30); annual payout by March 15 following performance year, subject to continued employment on payment date unless otherwise provided . |
| Signing bonus | $25,000, with repayment obligation if Ms. Walker resigns for any reason or is terminated for Cause within 12 months of start date . |
| Severance (outside CIC) | If terminated without Cause or resigns for Good Reason outside CIC period: 9 months base salary paid over 9 months; company COBRA contribution up to 9 months (or until earlier eligibility), subject to release and, at company discretion, a one-year post-employment noncompetition agreement; severance reduced by any “Garden Leave Pay” if applicable . |
| Severance (within CIC) | If terminated without Cause or resigns for Good Reason within 12 months after a Change in Control: lump-sum cash equal to 12 months base salary plus 1.0x target bonus; company COBRA contribution up to 12 months; Section 280G cutback applies if needed to maximize after-tax value . |
| Equity acceleration | Double-trigger: on qualifying CIC termination, all time-based equity accelerates to full vesting at termination . |
| Restrictive covenants | Confidentiality and proprietary rights agreement required; company may condition severance on a one-year post-employment noncompetition agreement (company’s discretion) . |
| Governing law/venue | Washington law; consent to WA courts; waiver of jury trial . |
| Compensation governance | Compensation Committee (Rabinovitsj—Chair, McGinnis, Pangalos; all independent) oversees executive comp, plans, and clawback administration; met five times in 2024 . |
Additional Disclosures Relevant to Trading/Compliance
- Section 16(a): 2025 proxy notes late filings for Phoenix Venture Partners (Form 4) and Dr. Jonasson (Form 4) in 2024; no delinquency disclosure for Ms. Walker .
- SEC filings: Ms. Walker signs multiple 8-Ks as Chief Legal Officer in 2024–2025 (e.g., Nov 12, 2025; May 13, 2025; Jan 15, 2025; Nov 12, 2024; Sep 4, 2024) .
Investment Implications
- Pay-for-performance alignment: Compensation mix includes a significant, multi-year stock option inducement with a four-year vest and double-trigger acceleration, aligning Ms. Walker with long-term equity value and making retention robust around M&A scenarios .
- Defined unlock cadence: A 25% cliff on July 1, 2025 with monthly vesting thereafter establishes predictable exercisability dates that traders monitor for potential incremental supply from option exercises, subject to exercise economics and insider trading windows .
- Downside protection and mobility constraints: Outside CIC severance of 9 months base and potential requirement of a one-year noncompete (company discretion) can reduce immediate departure risk; within CIC, 12 months base plus 1x target bonus and healthcare benefits provide change-in-control stability .
- Governance safeguards: Prohibitions on hedging/pledging and the NASDAQ Rule 10D-1-aligned clawback policy reduce misalignment and tail risks from restatements; beneficial ownership disclosure shows no shares as of March 31, 2025, with alignment primarily via options early in tenure .