John Orwin
ANAPTYSBIOAbout John Orwin
John Orwin (age 63) is Chairman of the Board and a Class II director at AnaptysBio (ANAB), serving since September 2023. He is an independent director under Nasdaq rules, with prior CEO and extensive board experience across biopharma. He holds a B.A. in Economics from Rutgers University and an MBA from New York University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atreca, Inc. | President & Chief Executive Officer | Apr 2018 – Jun 2024 | Led public biotech; operational and strategic leadership |
| Seagen, Inc. | Director | Jan 2014 – Dec 2023 | Board service until acquisition by Pfizer; oncology leadership exposure |
| Array BioPharma, Inc. | Director | Nov 2012 – Jul 2019 | Board service; small-molecule oncology |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Samsara BioCapital, L.P. | Venture Partner | Since 2024 | Private VC | Investment oversight |
| Nested Therapeutics, Inc. | Chair of Board | Current | Private | Board leadership |
| Ambrosia Biosciences, Inc. | Director | Current | Private | Board service |
| Agni Bio, Inc. | Executive Chairman | Current | Private | Executive chair role |
| CARGO Therapeutics, Inc. | Director | Since Aug 2022 | Public | Board service (cell therapy) |
| Travere Therapeutics, Inc. | Director | Since Mar 2017 | Public | Board service (rare disease) |
Board Governance
- Role: Non-executive Chairman; CEO and Chair roles are separated, enhancing oversight and accountability .
- Independence: Board determined Orwin to be independent alongside 7 other non-employee directors .
- Committee Assignments: Member, Nominating & Corporate Governance Committee (Chair: Hollings Renton) .
- Attendance: In 2024, the Board met 8 times; committees met 4/4/3 (Audit/Comp/NomGov). No director attended <75% of meetings; nine directors attended the 2024 annual meeting. Independent directors meet separately on a regular basis .
- Risk Oversight: Board oversees strategy and risk; audit committee covers cybersecurity and controls; compensation committee reviews incentive risk; nominating committee manages governance risk .
Fixed Compensation
2024 non-employee director cash components for John Orwin:
| Component | Amount (USD) |
|---|---|
| Base Director Retainer | $40,000 |
| Non-Executive Chair Fee | $35,000 |
| Nominating & Governance Committee Member Fee | $5,000 |
| Total Cash Fees Earned | $80,000 |
Notes:
- Director cash fees are paid quarterly, pro-rated; ANAB increased certain chair/member fees in 2024 versus 2023 to align with peer practices .
Performance Compensation
Director equity grants are time-based, not tied to operating performance metrics:
- 2024 Equity Awards (Grant-Date Fair Value): Options $248,918; Stock Awards (RSUs) $127,776; Total $376,694 .
- Standard annual grants: stock options for 16,510 shares vest monthly over one year; 6,030 RSUs vest at the next annual meeting, subject to service .
- Change-of-control: All equity awards held by non-employee directors accelerate fully upon a change in control .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| CARGO Therapeutics (CRGX) | Public biotech | General sector overlap; no ANAB related-party transactions disclosed |
| Travere Therapeutics (TVTX) | Public biotech | Sector overlap; no ANAB related-party transactions disclosed |
| Seagen (prior), Array BioPharma (prior) | Public biotech (prior) | Historical roles; no current ANAB transactions |
| Samsara BioCapital (venture partner), Nested, Ambrosia, Agni Bio | Private | Investment/board roles; ANAB policy requires audit committee review of any related-party transactions; none reported |
Expertise & Qualifications
- Executive leadership as CEO (Atreca) and executive chair (Agni Bio); broad biopharma operating experience .
- Board leadership across oncology and immunology; multi-company governance exposure .
- Education: B.A. Economics (Rutgers); MBA (NYU) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Breakdown |
|---|---|---|---|
| John Orwin | 34,548 | <1% | 3,335 shares held directly; 31,213 options exercisable within 60 days |
| Outstanding Director Awards (as of 12/31/24) | Options: 30,421; RSUs: 8,630 | N/A | As disclosed for Orwin’s outstanding awards |
Additional alignment and safeguards:
- Hedging and pledging of company stock are prohibited for directors under ANAB’s Insider Trading Policy .
- Equity grant timing is standardized to avoid opportunistic timing .
Governance Assessment
- Strengths
- Independent Chairman with robust sector expertise; clear separation from management strengthens oversight .
- High attendance and regular independent executive sessions support board effectiveness .
- Director equity is time-based with CoC acceleration; aligns with market norms while avoiding short-term performance gaming .
- Watch Items
- Multiple external boards and VC affiliation (Samsara BioCapital) increase time commitments; however, ANAB reports no related-party transactions above thresholds and maintains a formal review policy .
- Equity-heavy director compensation (options + RSUs totaling $376,694 grant-date fair value in 2024) can create sensitivity to share price volatility; mitigated by prohibition on hedging/pledging and standardized grant timing .
- Signals
- Board updated director fee structure in 2024 to remain competitive, modestly increasing chair/member fees—indicative of responsive governance practices .
- Say-on-Pay approval for executives at ~87% in 2024 suggests overall investor comfort with compensation governance; though focused on NEOs, it reflects broader confidence in board oversight .
Board Governance (Details)
| Attribute | Details |
|---|---|
| Board Chair | John Orwin (non-executive) |
| Independence | 8 of 9 directors independent; Orwin included |
| Committees | Orwin: Nominating & Corporate Governance (member) |
| Meetings & Attendance (2024) | Board: 8; Audit: 4; Compensation: 4; Nom/Gov: 3; all directors ≥75% attendance |
| Executive Sessions | Independent directors meet separately on a regular basis |
| Risk Oversight | Board; Audit covers cybersecurity and ICFR; Comp reviews incentive risk; Nom/Gov manages governance risk |
Director Compensation (2024) – Mix and Structure
| Category | Cash | Equity | Total |
|---|---|---|---|
| John Orwin | $80,000 [retainer + chair + committee member] | Options $248,918; RSUs $127,776 | $456,694 |
- Cash fee components explicitly match policy schedules: $40,000 retainer + $35,000 non-executive chair + $5,000 nom/gov member .
- Equity grants follow time-based vesting; non-employee director awards accelerate upon change-in-control .
Related Party & Conflicts
- No related-party transactions (>$120k or >1% of average total assets) reported from Jan 1, 2023 to proxy date; transactions require audit committee approval per policy .
- Insider Trading Policy prohibits hedging, monetization, margin purchases, and pledging, reducing misalignment risk .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval approximately 87% for executive compensation; company engages with shareholders on compensation design and maintains annual advisory votes .
Compensation Peer Group (Context)
- Peer group updated in 2023 for 2024 decisions; used for competitive positioning of compensation elements (primarily for executives) .
RED FLAGS
- None disclosed: no hedging/pledging, no related-party dealings, no attendance issues .
- Potential time-commitment risk due to multiple concurrent board/VC roles; monitor for future related-party disclosures as governance policies require review .