Pierre Morgon
About Pierre A. Morgon
Pierre A. Morgon, PharmD, age 62, has served as a Non-Executive Director of Barinthus Biotherapeutics plc (BRNS) since January 2018. He chairs the Nominating and Corporate Governance Committee and sits on the Audit Committee, and is deemed independent under Nasdaq rules. His background spans 35+ years in life sciences, including CEO of MRGN Advisors (since Jan 2015), Regional Partner for Switzerland at Mérieux Equity Partners (since Oct 2014), and senior roles at CanSino Biologics and Nuvamid; education includes a Doctorate of Pharmacy, Master in Business Law, and an MBA, and he is an alumnus of INSEAD and IMD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CanSino Biologics | EVP Portfolio Strategy and Supranational Affairs | Until Feb 2024 | Senior executive role shaping portfolio strategy |
| Virometix AG | Chair of Board | Jan 2017–Nov 2019 | Board leadership in vaccine-focused biotech |
| Theradiag | Chair of Board | 2017–Mar 2023 | Oversight of diagnostics company governance |
| MYCB1 | Chair of Board | Jul 2020–Jul 2024 | Board leadership at therapeutics company |
| Eurocine Vaccines | Chair of Board | May 2019–Jun 2024 | Board leadership in vaccines |
| Alma Biotherapeutics | Director | 2017–2018 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MRGN Advisors | Chief Executive Officer | Since Jan 2015 | Investment strategy advisor |
| Mérieux Equity Partners | Regional Partner, Switzerland | Since Oct 2014 | Investment firm role |
| Nuvamid | Chief Business Officer | Since Jan 2024 | Operating leadership |
| Health Technologies Holding (HTH) Srl | Chair of Board | Since Jun 2020 | Board leadership |
| Kupando GmbH | Chair of Board | Since Dec 2021 | Board leadership |
| UNIVERCELLS | Director | Since Jul 2018 | Board service |
| CanSinoBio Switzerland | Director | Since May 2022 | Board service |
| Limula | Director; Chair since May 2024 | Since Jul 2022; Chair since May 2024 | Board leadership |
Board Governance
- Independence: The board determined all directors except William Enright and Alex Hammacher are independent; Morgon is independent under Nasdaq rules .
- Board leadership: CEO and Chairman roles are separated; independent directors meet in regular executive sessions .
- Attendance: Seven full board meetings in 2024; all directors attended at least nine meetings in aggregate (board + committees) .
| Committee | Members | Chair | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|---|
| Audit | Robin Wright; Karen T. Dawes; Pierre A. Morgon | Robin Wright | 4 | Financial reporting oversight, auditor appointment, internal controls, related-party review, info security risk |
| Compensation | Anne M. Phillips; Robin Wright; Joseph C. Scheeren | Anne M. Phillips | Not disclosed | Incentive design and risk alignment (board-level description) |
| Nominating & Corporate Governance | Pierre A. Morgon; Karen T. Dawes; Joseph C. Scheeren | Pierre A. Morgon | 1 | Board composition/assessments, governance guidelines, succession/HR strategies |
Fixed Compensation
| Year | Fees Paid in Cash ($) | Option Awards ($, grant-date FV) | Total ($) |
|---|---|---|---|
| 2024 | 59,433 | 38,250 | 97,683 |
- Morgon’s 2024 compensation mix is cash vs equity options only; non-executive directors do not receive base salary or annual cash bonuses .
- Structure suggests alignment via equity while preserving independence; cash/equity mix derives from the amounts above .
Performance Compensation
Non-executive directors do not receive annual performance bonuses; option awards vest solely based on continued service.
| Grant Date | Instrument | Number of Options | Exercise Price ($) | Face Value ($’000) | Vesting Schedule | Vesting % at End |
|---|---|---|---|---|---|---|
| 10 May 2024 | Options | 19,516 | 2.34 | 46 | 1-year; service only; vests fully by 10 May 2025 | 100% |
Non-Executive Directors do not receive annual cash bonus awards; no disclosed performance metrics or TSR/ESG targets apply to director equity awards .
Other Directorships & Interlocks
| Company | Role Type | Potential Interlock/Conflict Relevance |
|---|---|---|
| UNIVERCELLS; Limula; Kupando; HTH Srl | Private/venture-backed life sciences roles | Multiple biotech board roles may create informational interlocks; no BRNS-related party transactions disclosed; Audit Committee reviews related-party transactions |
| Mérieux Equity Partners | Investment firm role | As an investment firm partner, potential for portfolio overlaps; no conflicts disclosed in proxy |
No family relationships among directors; no adverse proceedings involving directors disclosed .
Expertise & Qualifications
- 35+ years in life sciences, spanning vaccines, immunotherapy, specialty care; leadership in multinational and startup contexts .
- Education: Doctorate of Pharmacy; Master in Business Law; MBA; alumnus of INSEAD and IMD .
- Ongoing governance expertise via chairing Nominating & Corporate Governance; experienced in board composition and assessments .
Equity Ownership
Beneficial ownership (as of April 14, 2025; base 40,339,395 shares outstanding):
| Holder | Shares Beneficially Owned | Percent |
|---|---|---|
| Pierre A. Morgon | 122,545 | <1% (*) |
Director share interests (as of Dec 31, 2024):
| Category | Shares/Units |
|---|---|
| Shares held | 10,506 |
| Unvested options | 22,613 |
| Vested but unexercised options | 89,426 |
| Total unexercised options (Dec 31, 2024) | 112,039 |
Company policy references insider trading controls and a prohibition on hedging/pledging; directors/officers are covered by the insider trading policy and Rule 10b5-1 plan policy .
Insider Trades (Section 16)
| Filing | Transaction Date | Security | Action | Quantity | Exercise/Price | Notes |
|---|---|---|---|---|---|---|
| Form 5 (FY 2022) [filed Feb 10, 2023] | 06/15/2022 | Share Option (Right to Buy) | Award (A) | 18,604 | $4.27 | Vests 1/3 on 6/15/2023; remainder monthly over 24 months; expires 6/15/2032 |
Governance Assessment
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Strengths
- Independent director with deep sector expertise; chairs Nominating & Governance and serves on Audit, enhancing board effectiveness in composition, governance policy, and financial oversight .
- High engagement: at least nine aggregate meetings attended in 2024, with active committee structure; board held seven meetings .
- Compensation for non-executive directors is modest and equity-linked via options; no annual cash bonus for directors; option vesting tied to continued service (reduces pay-for-performance misalignment risks for directors) .
- Audit Committee oversight includes related-party transaction review and information security risk, mitigating conflict and operational risk concerns .
-
Watch items
- Multiple external chair/director roles and investment firm affiliation could present potential interlocks or perceived conflicts if counterparties interact with BRNS; no related-party transactions disclosed, but continued monitoring recommended .
- Director option awards vest on service only and are not conditioned on performance metrics; while common for directors, it provides limited performance linkage. Equity awards and exercise prices should be monitored for repricing risk; no repricing disclosure noted .
-
Policy signals
- Insider trading policy and references to prohibition on hedging/pledging and use of Rule 10b5-1 plans indicate alignment with governance best practices; details should be reviewed in full policy .
- Shareholder votes include approval of directors’ remuneration policy and annual compensation report on an advisory basis; outcomes not disclosed in proxy excerpts provided .
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Red Flags
- None disclosed regarding family relationships, adverse proceedings, related-party transactions, or director attendance shortfalls .