Lindsay Androski
Arbutus BiopharmaAbout Lindsay Androski
Lindsay Androski is President & Chief Executive Officer and Chairperson of the Board at Arbutus Biopharma, appointed February 24, 2025; age 48 as of March 28, 2025 . She holds two BS degrees from MIT, a JD and MBA from the University of Chicago, is a registered Patent Lawyer and CFA charterholder; she previously built and led acquisitions at Roivant, serves as President & CEO of Roivant Social Ventures, and is special counsel at Genevant focused on LNP litigation . Company performance context: ABUS cumulative TSR for a fixed $100 investment was $66 (2022), $64 (2023), and $84 (2024); net losses were $69.5m (2022), $72.8m (2023), and $69.9m (2024) . Under her tenure, Arbutus reported eight cHBV patients achieving functional cure in Phase 2a combinations and maintained cash, cash equivalents and marketable securities of $112.7m as of March 31, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roivant Social Ventures | President & CEO | Jul 2020–present | Led mission investing; adds strategic network in biotech |
| Genevant Sciences | Special Counsel (LNP litigation) | May 2023–present | LNP IP litigation expertise enhances Arbutus’ IP defense |
| Roivant Sciences Ltd. | VP & Head of Acquisitions; Entrepreneur in Residence | Feb 2016–Apr 2020; Apr 2020–Jul 2020 | In-licensed/acquired >30 programs; launched/incubated 16 biotechs and several IPOs |
| U.S. Dept. of Justice (EDVA) | Assistant U.S. Attorney | Not disclosed (more than a decade as trial lawyer) | Led high-profile cybercrime/national security cases; top agency awards |
| Strategy consulting | Consultant to Fortune 100 | Not disclosed | Merger integration and business initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Eloxx Pharma | Director; Audit & Compensation Committee member | Since Jul 2022 | Public board and committee experience |
| MIT | Trustee; Chair, Visiting Committee (Chemistry); member, Visiting Committees (Biology, Humanities, Sponsored Research) | Not disclosed | Academic governance roles |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $515,000 per year |
| Target Annual Bonus | 45% of base salary; discretionary, based on Compensation Committee assessment of performance and business conditions |
| Director Fees | None; as CEO she receives no compensation for Board service |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Discretionary, tied to performance and business conditions | Not disclosed | 45% of base salary | Not disclosed | Not disclosed | N/A |
| Stock options (initial grant) | Equity alignment; option grant under 2016 Plan | Not disclosed | ~$750,000 aggregated estimated cash value at grant | Not disclosed | Not disclosed | Not disclosed in 8-K summary |
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Beneficial ownership (common shares) at Mar 24, 2025 | — (less than 1%) |
| Shares outstanding (record date) | 191,480,188 |
| Hedging/Pledging | Prohibited for directors, officers, and employees; securities cannot be held in margin or pledged as collateral |
| Clawback | Incentive Compensation Recovery Policy adopted Oct 18, 2023; recovers erroneously awarded incentive comp from current/former executives upon certain restatements |
Note: The 8-K discloses an initial option grant with aggregated estimated cash value of approximately $750,000; number of options and vesting terms for Ms. Androski’s award were not disclosed in the filing .
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | February 24, 2025 (CEO); Chairperson elected concurrently |
| Base salary & target bonus | $515,000; 45% target bonus |
| Severance (without cause / good reason) | Six months of base salary continuation, plus six months COBRA premium reimbursement (net of active employee rates), subject to release and covenant compliance |
| Change-of-control | Not disclosed in 8-K summary |
| Restrictive covenants | Required Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement |
Board Governance
- Board role and independence: Ms. Androski is Chairperson and CEO; she is not independent as an executive officer .
- Lead Independent Director: None; the Board determined combining CEO and Chair roles is currently the most effective leadership model for Arbutus .
- Committee structure: Audit (Bishop – Chair; Beardsley; Hasija), Compensation (Beardsley – Chair; Bishop; Gline), Corporate Governance & Nominating (Gline – Chair; Bishop; Hasija) .
- Director compensation policy (non-executives): Annual cash retainer $40,000; Board Chair $75,000; Audit Chair $20,000; Compensation Chair $15,000; Governance Chair $10,000; committee member fees: Audit $10,000; Compensation $7,500; Governance $5,000; plus option grants (initial 157,600 shares; annual 78,800 shares) with specified vesting; Ms. Androski receives none as a management director .
- Roivant affiliations and independence considerations: Three Appointed Directors (Androski, Bishop, Gline) are affiliated with Roivant; Board assessed independence standards across Nasdaq, SEC, and Canadian rules; majority of directors are independent .
- Shareholder matters: 2025 say-on-pay advisory vote conducted; Board recommends “FOR” .
Director Compensation (Policy Snapshot)
| Role | Cash Retainer (Annual) | Equity |
|---|---|---|
| Non-executive director | $40,000 | Initial option: 157,600 shares; Annual option: 78,800 shares (vesting terms specified) |
| Board Chair (non-executive) | $75,000 | Per policy; management directors receive none |
| Audit Chair | $20,000 | — |
| Compensation Chair | $15,000 | — |
| Governance Chair | $10,000 | — |
| Audit Committee member | $10,000 | — |
| Compensation Committee member | $7,500 | — |
| Governance Committee member | $5,000 | — |
Performance & Track Record under her tenure
- Strategic actions: Paused investor conferences to review HBV programs; appointed new Board; re-focused on pipeline efficiency .
- Clinical milestones: Eight cHBV functional cures in Phase 2a combination therapy across IM-PROVE I and II; two achieved without interferon; majority had baseline HBsAg <1000 IU/mL .
- Business development: Reacquired Greater China/Taiwan rights to imdusiran from Qilu; no termination payments; rights reverted to Arbutus; Ms. Androski executed the agreement .
- Advisory build-out: Established Scientific Advisory Board with late-stage trial experts to guide cHBV strategy .
- Financial position: Cash, cash equivalents and marketable securities $112.7m at March 31, 2025; Q1 2025 net loss $24.5m .
Compensation Structure Analysis
- Cash vs equity mix: Initial equity via options (~$750k grant-date estimated cash value) indicates emphasis on equity-linked, at-risk pay; annual bonus is discretionary at 45% target .
- Guaranteed vs at-risk: Severance is limited to six months of salary and COBRA; change-of-control terms not disclosed, suggesting constrained guaranteed payouts relative to typical double-trigger parachutes seen elsewhere .
- Equity award practices: Company practice for executive options is monthly vesting over four years; RSUs vest in three equal annual installments; timing not tied to MNPI releases per stated policies .
- Clawback and hedging: Formal clawback policy and hedging/pledging prohibitions enhance alignment and reduce risk of misaligned incentives .
- Repricing: Equity plans restrict repricing underwater options without shareholder approval .
Related Party Transactions & Interlocks
- Roivant stake and director affiliations: Roivant beneficially owns ~20.3% of ABUS (38,847,462 shares); Appointed Directors (Androski, Bishop, Gline) have Roivant affiliations; Board evaluated independence and committee requirements; links to ongoing Genevant LNP transaction disclosed .
- Genevant LNP arrangements: Ongoing cross-license and revenue-sharing constructs with Genevant (including litigation proceeds allocation) remain active .
Risk Indicators & Red Flags
- Governance concentration: Combined CEO–Chair role without a Lead Independent Director heightens oversight risk and potential entrenchment concerns .
- Significant shareholder influence: Roivant’s ~20% ownership and affiliated directors could influence strategic direction; Board asserts independence compliance across committees .
- Litigation exposure: LNP patent litigation timelines (Moderna trial scheduled Sept 29, 2025) may introduce volatility; court schedule updated in April 2025 8-K .
- Executive turnover: Prior NEO departures in Q1 2025 and restructuring costs may impact continuity; disclosed in Q1 2025 8-K .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Ms. Androski beneficial ownership at record date (Mar 24, 2025) | None reported (less than 1%) |
| Ownership guidelines | Not disclosed in proxy for executives; hedging/pledging prohibited |
| Initial CEO equity award | Stock options under 2016 Plan; ~$750,000 aggregated estimated cash value at grant; specific terms not disclosed in 8-K summary |
Compensation Committee Analysis
- Composition and independence: Beardsley (Chair), Bishop, Gline; Board determined members are independent .
- Consultant use and potential conflicts: Radford (Aon Human Capital Solutions) retained; paid $163,640 in 2024; separate Aon business provided insurance brokerage services ($126,888); Compensation Committee retains sole authority over consultant; disclosures note separation of services .
- Scope: CEO compensation reviewed and recommended to Board; executive plans, equity administration, director compensation recommendations .
Investment Implications
- Pay–performance alignment: Discretionary bonus structure and sizable initial option grant (~$750k) align CEO incentives with clinical and strategic milestones; clawback and anti-hedging strengthen alignment .
- Retention and change-of-control: Six-month severance and COBRA indicate modest safety net; absent disclosed change-of-control terms may reduce golden-parachute risk but could elevate retention risk if external offers arise .
- Governance and influence: Dual CEO–Chair without a LID plus Roivant-affiliated directors and stake (~20%) suggest concentrated governance; monitor committee independence and say-on-pay outcomes for signals on shareholder support .
- Pipeline and catalysts: Functional cure signals in cHBV, Greater China rights reacquisition, and LNP litigation timeline (Moderna trial Sep 29, 2025) create binary catalysts; trading strategies should incorporate clinical readouts and litigation milestones .