Alex Hammacher
About Alex Hammacher
Alex Hammacher (age 44) is a Non‑Executive Director of Barinthus Biotherapeutics plc (BRNS), serving since January 2020. He is Head of Strategic Operations & Corporate Finance at Oxford Sciences Enterprises (OSE) since October 2019, and previously held senior investment banking roles at Lazard and UBS. He holds a BA and BM BCh from Oxford University, reflecting a mix of medical training and finance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard | Director, Healthcare Investment Banking | Oct 2015 – Oct 2019 | Structured life sciences financing and M&A |
| UBS | Investment Banking roles (increasing seniority) | Jul 2007 – Sep 2015 | Coverage across healthcare; capital markets advisory |
External Roles
| Organization | Role | Since | Type | Notes |
|---|---|---|---|---|
| Oxford Sciences Enterprises (OSE) | Head of Strategic Operations & Corporate Finance | Oct 2019 | Private (UK) | OSE is a 21.8% shareholder of BRNS, creating an interlock and potential influence channel . |
Board Governance
- Board class and tenure: Class III director; re‑elected May 2024; current term expires at AGM 2027 .
- Independence: Not independent under Nasdaq rules (Board deems only Enright and Hammacher non‑independent) .
- Committees: None (not a member of Audit, Compensation, or Nominating & Corporate Governance) .
- Attendance: All directors attended at least nine Board/committee meetings in aggregate in 2024; at least twelve in 2023 (indicative of engagement) .
- Executive sessions: Independent directors hold regular executive sessions .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Paid in Cash | $37,312 | $40,900 |
| Option Awards (grant‑date fair value) | $33,802 | $38,250 |
| Total | $71,114 | $79,150 |
Non‑Executive Director annual retainers (GBP):
| Component | 2024 | 2025 |
|---|---|---|
| Board member | £32,000 | £32,000 |
| Chair of Board (additional) | £20,000 | £20,000 |
| Audit Chair | £13,000 | £13,000 |
| Audit member | £6,500 | £6,500 |
| Compensation Chair | £10,000 | £10,000 |
| Compensation member | £5,000 | £5,000 |
| Nominating Chair | £8,000 | £8,000 |
| Nominating member | £4,000 | £4,000 |
Performance Compensation
| Grant Date | Instrument | Number of Options | Exercise Price | Vesting Schedule | Vest End Date | Face Value (USD) |
|---|---|---|---|---|---|---|
| May 11, 2023 | Options | 19,197 | $2.27 | 100% after one year, continued service | May 11, 2024 | $44,000 |
| May 10, 2024 | Options | 19,516 | $2.34 | 100% after one year, continued service | May 10, 2025 | $46,000 |
Notes:
- Non‑Executive Directors do not receive annual cash bonuses .
- Equity awards to directors carry no performance conditions; vesting is service‑based to align with long‑term shareholder interests .
Other Directorships & Interlocks
| Company | Role | Status | Overlap/Conflict Indicator |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Hammacher . |
| OSE ↔ BRNS | Major shareholder–employee interlock | OSE holds 21.8%; Hammacher senior executive at OSE | Potential influence/conflict channel; independence flagged by Board . |
Expertise & Qualifications
- Education: BA and BM BCh (Oxford University) .
- Technical/industry: Healthcare investment banking; venture portfolio strategy; life sciences financing .
- Board qualifications: Investor/finance expertise supporting capital allocation and strategy .
Equity Ownership
Beneficial ownership (as of record dates):
| Metric | 2024 (Mar 13) | 2025 (Apr 14) |
|---|---|---|
| Ordinary Shares Beneficially Owned (number) | 67,896 | 94,645 |
| Ownership (%) | * (<1%) | * (<1%) |
| Shares Outstanding (reference) | 38,921,212 | 40,399,395 |
Breakdown of unvested vs. vested options (year‑end statements):
| Category | 2023 (Dec 31) | 2024 (Dec 31) |
|---|---|---|
| Unvested Options | 39,940 | 22,613 |
| Vested but Unexercised Options | 32,189 | 69,032 |
| Ordinary Shares Held | 3,000 | 3,000 |
Options exercisable within 60 days (beneficial ownership footnotes):
| Date | Options Exercisable within 60 days |
|---|---|
| Mar 13, 2024 | 64,896 |
| Apr 14, 2025 | 91,645 |
Policy on pledging/hedging:
- BRNS permits pledging only with Audit Committee approval; hedging/short sales restricted to manage alignment and compliance risk .
- No pledges by Hammacher are disclosed in the proxy statements .
Governance Assessment
- Independence red flag: Hammacher is explicitly “not independent” under Nasdaq rules; he is a senior executive at OSE, which owns 21.8% of BRNS. This interlock presents potential influence and related‑party sensitivity (even absent current transactions) .
- Committee role and oversight: No committee assignments, which limits direct involvement in audit/compensation/nominating decisions; reduces exposure to committee‑level conflicts but also reduces governance leverage .
- Attendance and engagement: Strong meeting attendance in 2023–2024, suggesting active participation .
- Director pay structure: Mix is modest cash retainer plus annual options (service‑based, no performance conditions). This aligns with equity ownership but lacks performance metrics (lower pay‑for‑performance signaling for directors) .
- Related‑party framework: BRNS maintains a related‑party transactions policy with Audit Committee pre‑approval. Historical OSE transactions (lease ended 2022; equipment sale 2022) and current OUI/AstraZeneca license revenues are disclosed; none specifically tied to Hammacher beyond OSE affiliation. Ongoing vigilance is warranted given OSE’s stake and Hammacher’s role .
- Additional signals: Insider policy allows pledging with committee approval—acceptable with controls but a potential misalignment risk if used; no pledging disclosed. Non‑exec equity lacks performance conditions, emphasizing ownership alignment more than KPI accountability .
RED FLAGS: Not independent; OSE interlock with large ownership; absence of performance conditions in director equity awards .