Dan Zabrowski
About Dan Zabrowski
Independent director since March 2021; age 65. Ph.D. in Organic Chemistry (Indiana University, Bloomington) and B.A. in Chemistry (Saint Louis University). Former senior executive at Roche across regulatory, development operations, partnering, and diagnostics/sequencing; currently a Venture Partner at Decheng Capital, with extensive board experience in biotech and biopharma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche | Global Head of Regulatory Affairs; Global Head of Development Operations; Global Head of Roche Pharma Partnering; President, Ventana Medical Systems; President, Roche Sequencing Unit | 1994–2016 | Senior leadership across development, partnering, and diagnostics/sequencing |
| Syntex; Fujisawa (now Astellas); G.D. Searle | Various roles | Not disclosed | Pharma operating experience |
| University of Illinois – Chicago | Adjunct Assistant Professor, School of Pharmacy | Not disclosed | Academic engagement |
| Decheng Capital | Venture Partner | Since July 2016 | Investment and board advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apexigen, Inc. (public) | Director | Feb 2021–Aug 2023 | Chair, Compensation; Member, Audit |
| BeyondSpring Inc. (public) | Director | Jan 2020–Jun 2022 | Member, Compensation |
| Nimble Therapeutics, Inc. (private) | Director | Since 2019 | Board member |
| Ariagen, Inc. (private) | Director | Since 2018 | Board member |
| Endogena Therapeutics, Inc. (private) | Director | Since 2018 | Board member |
| AccuraGen, Inc. (private) | Director | Since 2013 | Board member |
| Encodia, Inc. (private) | Board Observer | Since 2018 | Observer |
| Decheng Capital | Venture Partner | Since July 2016 | Investment role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Zabrowski is independent under Nasdaq rules |
| Tenure on ACTU Board | Director since March 2021 |
| Committee Assignments | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Board Attendance (2024) | All directors attended ≥75% of Board and committee meetings |
| Committee Meetings (2024) | Compensation: 2; Nominating & Corporate Governance: 0; Audit: 2 |
| Board Leadership | No Lead Independent Director; independent directors meet in executive session regularly |
| Board Size | 7 directors |
- The compensation committee retains an independent consultant (Anderson Pay Advisors LLC); the committee assessed no conflicts .
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $21,518 | Earned during 2024; ACTU adopted director cash retainers and committee fees post-IPO |
Director Compensation Program (Cash):
- Annual director retainer: $40,000
- Chair of the Board (in lieu of director retainer): $70,000
- Committee chair annual fees: Audit $19,000; Compensation $12,000; Nominating & Corporate Governance $8,000
- Committee member annual fees (non-chair): Audit $9,000; Compensation $6,500; Nominating & Corporate Governance $4,000
Performance Compensation
| Grant Date | Award Type | Shares/Options | Exercise Price | Vesting | Grant-Date Fair Value (USD) |
|---|---|---|---|---|---|
| Aug 12, 2024 | Annual stock option grant | 15,000 options | $8.00 per share | 100% on first anniversary of grant (annual grants) | $94,335 (option awards fair value for 2024) |
- Equity awards for directors are under the 2024 Plan; timing policies avoid MNPI influence; annual director grants vest on the first anniversary .
- 2024 mix: cash $21,518 vs equity fair value $94,335 → ~81% equity by fair value; underlying amounts cited above .
Other Directorships & Interlocks
| Company | Category | Potential Interlock/Notes |
|---|---|---|
| Bios Equity Affiliated Funds | ≥5% stockholder | Board includes Dr. Aaron Fletcher (Bios) as Chair; Bios owns ~51.26% of common stock as of Mar 31, 2025 |
| Kairos Venture Affiliated Funds | ≥5% stockholder | Board includes Todd Thomson (Kairos); Kairos owns ~13.68% of common stock |
| Decheng Capital | Investment firm (Zabrowski Venture Partner) | No related-party transactions with Decheng disclosed in proxy |
- Pre-IPO voting agreement designated Zabrowski as the “independent” director seat elected jointly by preferred and common holders; agreement terminated at IPO close .
Expertise & Qualifications
- Deep pharma/biotech operator with global regulatory, development operations, and partnering leadership at Roche; diagnostics and sequencing leadership (Ventana Medical Systems; Roche Sequencing) .
- Extensive board service including public companies (Apexigen, BeyondSpring) with compensation/audit committee experience; chairs ACTU’s Compensation Committee .
- Scientific credentials (Ph.D. Organic Chemistry), and venture/investment perspective from Decheng .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 92,290; <1% of outstanding |
| Breakdown | 76,348 common shares; 15,942 options exercisable within 60 days (held by Catharine A. Zabrowski Irrevocable Trust; spouse trustee) |
| Pledged/Hedged | Company policy prohibits pledging and hedging; no pledging disclosed |
- Ownership table indicates he may be deemed to have or share voting/investment power due to spouse trustee status; he disclaims beneficial ownership except to extent of pecuniary interest .
Governance Assessment
-
Compensation Committee leadership: As chair, Zabrowski oversees CEO/executive pay, plan administration, and risk review; committee engages independent consultant (Anderson Pay Advisors), and no conflicts were identified—positive for governance rigor .
-
Independence and attendance: Board determined Zabrowski is independent; attendance ≥75% of Board/committee meetings in 2024—baseline engagement signal .
-
Director pay mix: 2024 compensation skewed to equity via options (approx. 81% by fair value), supporting alignment; cash fees were $21,518 and option fair value $94,335 .
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Equity ownership: Personal beneficial ownership is <1% (~92k shares incl. options); alignment present but relatively modest given ownership concentration by large holders .
-
Policy safeguards: Insider trading policy prohibits short sales, options/derivatives, hedging, and pledging—reduces misalignment/financial risk signals .
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RED FLAGS / Watch items:
- Nominating & Governance Committee held zero meetings in 2024—potential engagement weakness in director recruitment/governance oversight; mitigate via periodic reviews going forward .
- Ownership concentration: Bios Equity (~51.26%) and Kairos (~13.68%) collectively control a majority, with their principals on the Board; independent committee leadership and consultant usage help, but investor influence is a structural risk to minority holders .
- Options/ownership via spouse’s trust may complicate clarity of direct alignment, though standard disclosure and disclaimers are provided .
-
Related-party exposure: Proxy lists financings and agreements involving Bios/Kairos; no related-person transactions involving Zabrowski disclosed; audit committee reviews related-party transactions under policy—no issues cited specific to Zabrowski .
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Board structure: No Lead Independent Director, but independent directors meet in executive session regularly; continued monitoring of executive session cadence and committee activity advisable .