Christopher Molineaux
Aclaris TherapeuticsAbout Christopher Molineaux
Christopher Molineaux, age 59, is Aclaris Therapeutics’ Lead Independent Director (since January 2023), previously serving as Chair of the Board from June 2019; he has been a director since 2014. He is President and Chief Executive Officer of Life Sciences Pennsylvania (since 2010), and previously held senior public affairs roles at Johnson & Johnson (worldwide VP, Pharmaceutical Communications & Public Affairs) and at PhRMA (VP, Public Affairs). He holds a B.A. from the College of the Holy Cross .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aclaris Therapeutics, Inc. | Lead Independent Director | Jan 2023–present | Coordinates independent director activities; liaison role; presides executive sessions; risk oversight conduit |
| Aclaris Therapeutics, Inc. | Chair of the Board | Jun 2019–Jan 2023 | Agenda-setting authority; shaped Board work during tenure as Chair |
| Aclaris Therapeutics, Inc. | Director | 2014–present | Continuous Board service |
| Life Sciences Pennsylvania | President & CEO | 2010–present | Leads industry advocacy organization |
| Johnson & Johnson | Worldwide VP, Pharmaceutical Communications & Public Affairs | Prior to 2010 | Senior corporate affairs leadership |
| PhRMA | Vice President, Public Affairs | Prior to 2010 | Industry association public affairs leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Life Sciences Pennsylvania (formerly Pennsylvania Bio) | President & CEO | Industry advocacy organization | Senior leadership since 2010 |
Board Governance
- Independence: The Board affirmatively determined Christopher Molineaux is independent under Nasdaq rules; six of eight current directors are independent .
- Lead Independent Director responsibilities: Presides over and sets agendas for independent director sessions; acts as liaison with Chair; coordinates risk management responses; presides when CEO evaluation/compensation is discussed .
- Attendance: The Board met eight times in 2024; each current Board member attended at least 75% of Board and applicable committee meetings; independent directors held regular executive sessions in 2024 .
- Risk oversight: Audit Committee oversees financial and cybersecurity risk; Nominating & Corporate Governance monitors governance principles; Compensation Committee reviews risk in pay policies; Lead Independent Director coordinates responses to problematic risk issues .
Committee assignments (2024 structure; meeting frequency)
| Committee | Role (Molineaux) | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | Vincent Milano | 6 |
| Nominating & Corporate Governance | Chair | Christopher Molineaux | 4 |
| Compensation | Not a member in 2024 structure | Anand Mehra, M.D. | 4 |
Fixed Compensation
Non-Employee Director Cash Retainers (2024 policy)
| Role | Annual Cash Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Lead Independent Director | 25,000 |
| Chair of the Board | 30,000 |
| Audit Committee – Member | 7,500 |
| Audit Committee – Chair | 12,500 |
| Compensation Committee – Member | 7,500 |
| Compensation Committee – Chair | 12,500 |
| Nominating & Corporate Governance – Member | 4,500 |
| Nominating & Corporate Governance – Chair | 4,500 |
| Research & Development Committee – Member | 6,000 (dissolved 12/31/24) |
| Research & Development Committee – Chair | 8,000 (dissolved 12/31/24) |
Christopher Molineaux – 2024 Director Compensation
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 79,625 |
| Stock Awards (RSUs) | 4,937 |
| Option Awards | 11,505 |
| Total | 96,067 |
Performance Compensation
2024 Annual Equity Grants (Grant date: June 6, 2024)
| Award Type | Shares/Units | Exercise Price | Vesting | Term |
|---|---|---|---|---|
| Stock Options | 15,750 | $1.03 per share | 12 equal monthly installments through Jun 6, 2025, subject to continued service | 10 years |
| RSUs | 4,793 | N/A | Vest on Jun 6, 2025, subject to continued service | N/A |
- Director equity policy: Annual grants equal to the lesser of $320,000 or the fair value of 60,500 stock options; delivered 70% as stock options and 30% as RSUs; options vest monthly over 12 months; RSUs vest at first anniversary; exercise price equals closing price on grant date; non-employee director total cash+equity capped at $750,000 per fiscal year (grant-date fair values) .
Other Directorships & Interlocks
| Company | Board Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed in proxy biography | — | — | Proxy biography does not list other public company directorships for Molineaux . |
Expertise & Qualifications
- Deep life sciences industry advocacy and public affairs expertise (Life Sciences Pennsylvania; PhRMA; J&J) .
- Board leadership experience (former Chair; current Lead Independent Director) with defined responsibilities to strengthen independent oversight and risk management .
- Education: B.A., College of the Holy Cross .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 142,814 |
| Ownership as % of Shares Outstanding | <1% |
| Director Options Held (as of Dec 31, 2024) | 84,401 |
| Director RSUs Held (as of Dec 31, 2024) | 4,793 |
Governance Assessment
- Board effectiveness and engagement: Molineaux chairs Nominating & Corporate Governance and serves on Audit—two high-leverage committees for board composition and financial oversight. Committees met regularly in 2024 (Audit: 6; Nominating: 4), and the Board recorded at least 75% attendance for each current member, indicating active engagement .
- Independence and oversight: As Lead Independent Director, he coordinates independent director activities, sets executive session agendas, liaises with the Chair/CEO, and oversees responses to risk issues—an important counterbalance given the combined Chair/CEO structure at Aclaris .
- Compensation structure and alignment: Non-employee director pay is modest and primarily cash retainers, with a standardized equity grant (options monthly vesting; RSUs annual vesting) and an annual cap of $750,000; no director-specific performance metrics are disclosed for equity awards, consistent with typical director compensation practices .
- Clawbacks and repricing safeguards: Company equity plans and policies include clawback provisions and prohibit option/SAR repricing without shareholder approval, reducing shareholder-unfriendly risk signals .
- RED FLAGS and conflicts: No related-person transactions involving Molineaux are identified in the provided proxy excerpts; his external role at Life Sciences Pennsylvania is an industry advocacy leadership position rather than a supplier/customer relationship. The combined Chair/CEO structure is a structural governance risk, but the Lead Independent Director role—held by Molineaux—provides mitigating oversight and coordination among independent directors .