Peter Francis
About Peter Francis
Peter Francis (age 69) is an independent director of Benitec Biopharma Inc. (BNTC), serving on the board since February 2006 and previously acting as Chairman until October 2017. He is a partner at Francis Abourizk Lightowlers (Melbourne), specializing in intellectual property and licensing, and holds a law/jurisprudence degree from Monash University . He currently serves as a Class II director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benitec Biopharma Inc. | Chairman of the Board | Until Oct 2017 | Board leadership prior to current structure |
| Benitec Biopharma Inc. | Independent Director (Class II) | Since Feb 2006 | Long-tenured director; term expires 2027 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Francis Abourizk Lightowlers (Australia) | Partner (Commercial & Technology Law) | Since 1993 | IP/licensing legal specialist advising corporations and research bodies |
Board Governance
- Board structure and independence: The six-member board includes four independent directors; committee members (Audit, Compensation, Nominating) are all independent under SEC and Nasdaq rules .
- Committee assignments (FY25):
- Audit Committee: Member (chair is J. Kevin Buchi). Audit met 5 times .
- Compensation Committee: Chair. Compensation met 9 times; committee administers the Clawback Policy and retained Radford (AON) as consultant in FY25 .
- Nominating & Corporate Governance Committee: Chair. Nominating met once .
- Attendance and engagement: Board held 11 meetings; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Classified board: Francis is Class II; term expires at the 2027 annual meeting .
Fixed Compensation
Director cash fees and other non-equity compensation:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees (USD) | $53,219 (paid in AUD; A$1.00=$0.6559) | $52,542 (paid in AUD; A$1.00=$0.6475) |
| Committee/retainer schedule (reference) | Base $40,000; Audit chair $15,000; Comp chair $10,000; Nominating chair $7,500; Audit member $7,500; Comp member $5,000; Nominating member $4,000 | Base $40,000; Audit chair $15,000; Comp chair $10,000; Nominating chair $7,500; Audit member $7,500; Comp member $5,000; Nominating member $4,000 |
| Superannuation (AUD-based) | $5,321 | $6,041 |
Notes:
- Francis is Chair of the Compensation Committee and the Nominating Committee, and a non-chair member of the Audit Committee .
- Actual cash fees reported reflect AUD payments and conversion rates disclosed for each year .
Performance Compensation
Equity awards and vesting terms for director service:
| Grant/Outstanding | Grant Date | Type | Shares/Options | Vesting | Accounting Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual director equity | Dec 6, 2023 | Stock options | 35,000 | Vests in 3 equal installments on the day prior to each of the next 3 annual meetings | Included in FY24 value $95,970 |
| Annual director equity | Dec 9, 2024 | Stock options | 35,000 | Vests in full on the earlier of immediately prior to the next annual meeting or the first anniversary of the grant date | Included in FY25 value $368,410 |
| Options outstanding (FY-end) | — | Stock options | 37,798 (FY24) | — | — |
| Options outstanding (FY-end) | — | Stock options | 73,503 (FY25) | — | — |
Director equity compensation totals:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Option awards (USD, grant-date fair value) | $95,970 | $368,410 |
| Total director compensation (cash + equity + other) | $154,510 | $426,993 |
Observations:
- Vesting shifted from a three-annual-meeting schedule (Dec 2023 grant) to a single-year vest (Dec 2024 grant) for director options, accelerating realizability of equity for FY25 grants .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| None disclosed for Peter Francis | — | — | — |
Source: Director biography and board disclosures; no external public company directorships are listed for Francis .
Expertise & Qualifications
- Legal specialist in intellectual property and licensing; partner at Francis Abourizk Lightowlers since 1993 .
- Long-standing board experience at BNTC; prior Chairman .
- Education: Law/jurisprudence, Monash University .
Equity Ownership
Beneficial ownership as of October 10, 2025:
| Holder | Beneficial Shares | % Outstanding | Detail/Breakdown |
|---|---|---|---|
| Peter Francis | 61,428 | <1% | Includes 279 shares held by the Francis Family Superannuation Fund, 18 shares held directly, and options to acquire 61,131 shares exercisable within 60 days |
Governance policies affecting ownership:
- Hedging and pledging of company securities by directors are prohibited by policy .
Related-Party & Conflicts Review
- Related-party transaction oversight: Audit Committee reviews/approves related-party transactions requiring disclosure .
- Disclosed transactions since July 1, 2024: March 2025 financing involving entities affiliated with Suvretta Capital (a >5% holder); no Francis-related transactions disclosed .
- Independence: Francis is determined independent under SEC and Nasdaq rules; all members of the Audit, Compensation, and Nominating Committees are independent .
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep IP/legal expertise; chairs two key committees (Compensation and Nominating), indicating board reliance on his governance capabilities .
- Strong engagement: board/committee activity was robust (11 board meetings; committees met 5/9/1) and each director met the ≥75% attendance threshold; all attended the 2024 annual meeting .
- Ownership alignment supported by equity grants; hedging/pledging prohibited, reducing misalignment risk .
- Watch items:
- Director option vesting for FY25 grants accelerates to within one year, a shift from FY24’s three-meeting schedule; faster vesting can weaken longer-term alignment for director equity .
- Long tenure (since 2006) can raise independence perception questions for some investors, though Francis is classified independent under SEC/Nasdaq standards and serves on fully independent committees .
- No related-party transactions involving Francis disclosed; ongoing oversight resides with the Audit Committee .
Appendix: Committee Snapshot (FY25)
- Audit Committee: Members Buchi (Chair), Francis, Smith; 5 meetings; all independent; Smith is Audit Committee Financial Expert .
- Compensation Committee: Members Francis (Chair), Buchi, Smith; 9 meetings; all independent; engaged Radford (AON); administers Clawback Policy .
- Nominating & Corporate Governance Committee: Members Francis (Chair), Buchi, Mehta, Smith; 1 meeting; all independent .