A. Sinclair Dunlop
Apellis PharmaceuticalsAbout A. Sinclair Dunlop
Independent director since 2010 (age 53) with 20+ years building early-stage life sciences companies; Co-Founder and Managing Partner of Epidarex Capital (≈$250M AUM) and previously Founder/Managing Partner of Masa Life Science Ventures. Education: MBA Columbia (R.C. Kopf Fellow), MA Political Economy (Univ. of Glasgow), MA International Relations (Syracuse/Maxwell). Tenure on APLS board: ~15 years; core credentials in venture investing and early-stage biotech governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masa Life Science Ventures, LP | Founder & Managing Partner | 2005–2010 | Built international early-stage life science and health technology portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Epidarex Capital | Co-Founder & Managing Partner | Jul 2010–present | Early-stage venture platform; ≈$250M AUM |
| Inspiring Scotland (non-profit) | Chairman | 2015–present | External philanthropic leadership (non-profit) |
| Clyde Biosciences (private) | Director | 2015–present | Private company board |
| Lario Therapeutics (private) | Director | 2023–present | Private company board |
| Edinburgh Molecular Imaging, Ltd. (private) | Director | 2014–2022 | Private company board, prior |
| Theolytics Ltd. (private) | Director | 2021–2023 | Private company board, prior |
Board Governance
- Current committee assignments: Audit (member); Nominating & Corporate Governance (member). Compliance Committee: member in 2024; left March 2025 .
- Chairs: Audit—Alec Machiels (Chair); Compliance—Paul Fonteyne (Chair); Compensation—Stephanie Monaghan O’Brien (Chair); Nominating & Corporate Governance—Gerald Chan (Chair) .
- Independence: Labeled “Independent Director since 2010”; all relevant committees meet Nasdaq/SEC independence standards; board majority independent per governance guidelines .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of aggregate board+committee meetings served; independent directors met in executive session 5 times; all directors attended the 2024 annual meeting .
- Audit involvement: Listed on Audit Committee report recommending inclusion of FY2024 audited financials in Form 10-K .
Fixed Compensation
| Component | Annual Amount ($) | Role/Eligibility | 2024 Dunlop Cash Earned ($) |
|---|---|---|---|
| Board retainer (member) | 50,000 | Non-employee director | 50,000 |
| Audit Committee (member) | 12,500 | Committee member | 12,500 |
| Nominating & Corporate Governance (member) | 7,500 | Committee member | 7,500 |
| Compliance Committee (member, 2024) | 7,500 | Committee member | 7,500 |
| Chair adders (if Chair) | 7,500–12,500 (per committee); Board Chair +33,750 | Not applicable to Dunlop | — |
| Total Cash (2024) | — | — | 77,500 |
- No changes to director compensation program for 2025 (reviewed with Pay Governance) .
Performance Compensation
| Equity Element | Grant Policy | 2024 Grant | 2025 Grant | Vesting/Terms |
|---|---|---|---|---|
| Annual Stock Options | Black-Scholes value = $200,000 | 5,748 options | 11,199 options | 7-year term; FMV strike; vest in four equal quarterly installments across the grant year and following Jan 1; accelerate on change in control |
| Annual RSUs | $200,000 / closing price | 3,341 RSUs | 6,267 RSUs | Vest on first anniversary (deferral option available); accelerate on change in control |
| 2024 Reported Equity Value | ASC 718 grant-date fair value | Options: $199,973 | RSUs: $199,992 | Values per DEF 14A |
| Outstanding equity awards (12/31/2024) | Counts held | Options: 76,943 | RSUs: 6,606 | As of year-end |
| Director performance metrics | None disclosed for director equity | — | — | Equity grants are time-based; no director PSU metrics. Executive PSUs introduced in 2025 are TSR-based (not applicable to directors) |
Other Directorships & Interlocks
- Public company directorships: None disclosed; listed roles are private companies and non-profit .
- Interlocks: Compensation Committee interlocks—none; no officer/director cross-memberships with entities having executives on APLS’s board/comp committee; members not current/former APLS officers .
Expertise & Qualifications
- 20+ years early-stage life sciences investing; led portfolio construction and returns to international investors .
- Degrees: MBA (Columbia, R.C. Kopf Fellow), MA Political Economy (Glasgow), MA International Relations (Syracuse/Maxwell) .
- Committee-relevant skills: Audit risk oversight exposure; governance nominations; compliance oversight experience (2024) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (Mar 31, 2025) | 325,262 shares | <1% of outstanding (125,659,426 shares) |
| Options exercisable within 60 days (included for % calc) | 79,742 shares | Included in SEC beneficial ownership calculation |
| Outstanding director equity awards (12/31/2024) | Options: 76,943; RSUs: 6,606 | Award counts as of year-end |
| Stock ownership guideline | ≥3× annual cash retainer (directors) | 5-year compliance window; all directors met criteria at establishment and as of 12/31/2024 |
| Hedging/pledging | Prohibited under insider trading policy; pledging only by exception | Audit Committee may grant exceptions; example granted to another director in 2024; no pledge disclosed for Dunlop |
Recent Insider Trades (2025)
| Date | Action | Shares | Price (weighted avg; range) | Plan/Notes | Post-transaction indirect holdings |
|---|---|---|---|---|---|
| Sep 19, 2025 | Sale (indirect via Epidarex) | 31,092 | $22.95 ($22.73–$23.27) | Under Rule 10b5-1 plan adopted Jun 20, 2025 | 68,908; 65,071 (reported after distribution events) |
| Sep 30, 2025 | Sale (indirect via Epidarex) | 31,092 | $22.58 ($22.23–$22.74) | Under Rule 10b5-1 plan adopted Jun 20, 2025 | — |
| Jun 24, 2025 | Transfer to Epidarex (no consideration) | 4,787 | — | Internal capital account movement; reflected in Form 4 | — |
| 2025 distributions | Distribution (no consideration) | 3,837 | — | Distribution from Epidarex to LP/GP; Form 4 reported | — |
Note: Multiple Form 4s show indirect transactions via Epidarex, where Dunlop is a general partner with potential voting/dispositive power; trades were executed under a pre-established Rule 10b5-1 plan, mitigating timing concerns .
Governance Assessment
- Board effectiveness: Long-tenured independent director with audit and governance committee service; committee independence affirmed; robust attendance and executive session cadence support oversight quality .
- Alignment: Director pay mix skews heavily to equity (~84% of 2024 total comp was options+RSUs: $399,965 of $477,465), plus stock ownership guidelines (≥3× retainer) met by all directors; time-based vesting aligns with tenure and continuity, change-in-control accelerates vesting (common market feature) .
- Potential conflicts/related-party exposure:
- Venture fund role (Epidarex Capital) and indirect holdings; Apellis has a board-approved related-person transaction policy with audit committee review/ratification standards; investors’ rights agreement involves certain directors/5% holders from pre-IPO rounds—monitoring is appropriate but no specific Dunlop-related transactions are disclosed for 2024–2025 .
- Insider sales in 2H25 via Rule 10b5-1: notable multi-block disposals indirectly through Epidarex; while plan-based, continuous reductions by affiliated entities can be perceived as a signal—context matters (portfolio rebalancing vs. company-specific view) .
- Independence and interlocks: No compensation committee interlocks; not an APLS employee; no public-company board overlaps disclosed; supports independence .
RED FLAGS to watch
- Related-party/affiliated entity dynamics: Indirect ownership and distributions via Epidarex require sustained audit committee oversight under the related-person policy; ensure any transactions meet arm’s-length terms .
- Change-in-control acceleration for director equity: Standard, but can reduce at-risk alignment around a sale; investors should note vesting acceleration provisions .
- Insider selling cadence: Sequential 10b5-1 sales in 2H25 may weigh on perceived alignment if persistent; however, preplanned trades reduce timing risk concerns .
Appendix: Program & Committee Activity
- Compensation Committee met 6 times in 2024; Compliance Committee met 4 times; Nominating & Corporate Governance met once; Audit Committee met 4 times—supports engagement .
- Director compensation program reviewed with Pay Governance; no 2025 changes; annual director equity set mechanically by $200k options and $200k RSUs; new-director grants set at $300k options + $300k RSUs with specified vesting .
- Corporate governance guidelines mandate majority independence, executive sessions, and periodic board self-evaluation; committee charters posted publicly .
Citations: and URLs embedded above.