Joseph Scheeren
About Joseph C. Scheeren
Independent non-executive director of Barinthus Biotherapeutics (BRNS) since March 2021; age 69 as of the 2025 proxy. Committees: Compensation Committee (member) and Nominating & Corporate Governance Committee (member). The Board has determined he is independent under Nasdaq rules. PharmD/MSc/BS from University of Leiden; career expertise in global regulatory affairs and pharmaceutical R&D leadership, including senior roles at Bayer and as CEO of the Critical Path Institute. Board structure separates Chair and CEO, and independent directors meet in regular executive sessions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Critical Path Institute (C-Path) | President & Chief Executive Officer | Apr 2019 – Mar 2021 | Led non-profit advancing regulatory science collaborations |
| Bayer AG | SVP, Head of Global Regulatory Affairs (Pharma & Consumer Health); later SVP, Senior Advisor to R&D | 2015 – 2017 (Head of GRA); 2018 (Senior Advisor); 15 years at Bayer in total | Senior global regulatory leadership across portfolios |
| Aventis; Roussel UCLAF; Ares-Serono; Les Laboratoires Servier | Executive roles | Prior to Bayer (dates not specified) | Multiple executive positions in pharma development/regulatory |
| PathBiotech LLC | Advisor | Jun 2021 – Oct 2023 | Advisory role to biotech company |
| Yale University | Lecturer (prior) | Not specified | Academic contribution in regulatory science |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Scheeren HealthCare LLC | Founder & President | Since Aug 2021 | Consulting company in pharma development/regulatory affairs |
| Fosun Shanghai Pharmaceuticals | Co-Chair, Scientific Advisory Board | Since Feb 2023 | External advisory role (Shanghai) |
| French Clinical Research Infrastructure Network (France) | International Advisory Board member | Current | External advisory role |
| Connect 4 Children Stichting (C4C S), Netherlands | Supervisory Board member | Since May 2023 | Non-profit pediatric clinical research network |
| Peking University (Beijing) | Adjunct Professor of Regulatory Science | Current | Academic role |
Board Governance
- Committee assignments (2024–2025): Compensation (member); Nominating & Corporate Governance (member). Chairs: Compensation—Dr. Anne Phillips; Nominating—Pierre A. Morgon; Audit—Robin Wright. Scheeren is not a committee chair.
- Independence: Independent under Nasdaq rules; only the CEO (William Enright) and Alex Hammacher are non-independent.
- Attendance: Compensation Committee met 3x in 2024; Scheeren attended 3/3. Committee met 2x in 2023 (2/2 for Scheeren) and 3x in 2022 (3/3). Nominating & Corporate Governance Committee met 1x in 2024 (committee-level count). Board held 7 full meetings in 2024; all directors attended at least nine aggregate board/committee meetings.
- Board leadership and process: Separate Chair and CEO; regular executive sessions of independent directors. Board/committees oversee risks (Audit—financial/IT security; Compensation—risk-balanced incentives; Nominating—governance).
Fixed Compensation
- Director fee framework (current, GBP): Base £32,000; Chair of Board +£20,000; Committee Chair: Audit £13,000; Compensation £10,000; Nominating £8,000; Committee member fees: Audit £6,500; Compensation £5,000; Nominating £4,000. Paid in cash; reviewed by the Compensation Committee and recommended to the Board.
- Letters of appointment: Initial 3-year term (subject to annual re-election) then rolling with one month’s notice; no loss-of-office compensation beyond fees to end of Initial Period if terminated early (subject to exceptions). Unvested director equity lapses on termination; vested options’ exercise period typically 12 months post-cessation.
| Director Cash Fees (USD) | 2023 | 2024 |
|---|---|---|
| Fees paid in cash – J.C. Scheeren | $46,018 | $52,403 |
| Source |
Notes: 2024 and 2023 USD figures reflect conversion from GBP at average FX rates disclosed in the proxy.
Performance Compensation
- Non-executive equity policy: Initial option grant equal to 0.10% of shares outstanding at grant; annual option grant equal to 0.05% at each AGM; Initial vests over 3 years (1/3 at 1-year, then monthly); Annual vests in full by earlier of next AGM or 1-year; full acceleration on company sale; performance conditions not applicable for NED equity.
- Compensation Committee advisors: Aon (Rewards Solutions) engaged as independent consultant; fees ~£28k for 2024; no other services; Committee concluded no conflicts.
| Director Equity (USD, grant-date fair value) | 2023 | 2024 |
|---|---|---|
| Option awards – J.C. Scheeren | $33,802 | $38,250 |
| Source |
| Performance Linkage for NED Equity | Policy |
|---|---|
| Metrics tied to NED awards | None (policy lists “Not applicable” for performance measures; proxy notes no performance obligations on long-term awards) |
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Barinthus Biotherapeutics plc (BRNS) | Yes | Independent Director | N/A |
| Other public company boards (disclosed) | — | None disclosed in 2025 proxy | No public company interlocks disclosed |
| Fosun Shanghai Pharmaceuticals (SAB) | Yes (group affiliations), advisory role | Co-Chair SAB | Advisory role only; no BRNS related-party transaction disclosed |
| Non-profits/academic bodies (C4C S; French Clinical Research Infrastructure Network; Peking Univ.) | No | Board/advisory/adjunct roles | Not related-party with BRNS per disclosure |
Expertise & Qualifications
- Global regulatory affairs leader (Bayer SVP; C-Path CEO) and pharma development executive; adjunct professor (Peking University) and prior Yale lecturer. Education: PharmD, MSc, BS (University of Leiden).
Equity Ownership
As of April 14, 2025 (beneficial ownership table basis: 40,339,395 ordinary shares outstanding):
| Ownership (Scheeren) | Amount | % of Outstanding |
|---|---|---|
| Ordinary shares owned | 23,000 | <1% |
| Options exercisable within 60 days | 91,645 | — |
| Total beneficial ownership | 114,645 | <1% |
| Sources |
Additional detail: As of Dec 31, 2024, Scheeren held unexercised options to purchase 91,645 shares (proxy director comp table). No pledging/hedging or related-party transactions involving Scheeren disclosed.
Governance Assessment
- Board effectiveness and engagement: Strong committee participation with perfect Compensation Committee attendance in 2024; service across two key committees supports governance depth. Broad regulatory expertise is directly relevant to BRNS’s clinical/regulatory strategy.
- Independence and conflicts: Board designates Scheeren independent; the related-party section reports no related-party transactions involving directors during the covered period. External consulting/advisory roles (e.g., Fosun SAB; Scheeren HealthCare LLC) are disclosed; Audit Committee oversees related-party policy, and no transactions are reported—mitigating conflict concerns.
- Alignment and incentives: NED pay structure combines modest cash retainers with annual option grants sized as a % of share capital, aligning directors with shareholders via equity; option values increased YoY in 2024 consistent with policy. Scheeren’s beneficial ownership includes vested options, providing skin-in-the-game while maintaining independence.
- Pay governance: Compensation Committee uses an independent consultant (Aon), pays limited fees (£28k), and affirms independence—supporting sound pay practices. UK “single figure” disclosure shows NEDs are paid fees only (no annual bonus/LTI performance metrics), appropriate for independence.
- Risk indicators: No Section 16 compliance issues noted for Scheeren; no adverse proceedings disclosed. Board maintains separate Chair/CEO and executive sessions—positive governance signals.
RED FLAGS: None identified in filings for Scheeren (no related-party transactions, no attendance issues, no pledging/hedging disclosed). Watch items: breadth of external advisory/consulting roles—continue to monitor for any future related-party transactions or overlapping commercial relationships; ensure ongoing disclosure and independence assessments.