Robin Wright
About Robin Wright
Robin Wright is the independent Chairman of the Board of Directors of Barinthus Biotherapeutics (BRNS) and an Audit Committee financial expert; he has served on the board since August 2018 and as chairman since October 2018, is 61 years old, and holds a BA in Chemistry from Oxford University and is a Fellow of the Institute of Chartered Accountants in England and Wales . He is currently the Chief Financial Officer of MiNa Therapeutics (since January 2021) and previously served as interim CFO of BRNS (September–October 2020) and CFO of Pharming Group N.V. (2015–2020), bringing extensive public-company finance experience in pharma/biotech . The Board has determined he is independent under Nasdaq rules; BRNS separates the CEO and Chair roles and conducts regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharming Group N.V. | Chief Financial Officer | Sep 2015 – May 2020 | Public-company CFO experience in biopharma; financial stewardship and reporting |
| Barinthus Biotherapeutics (BRNS) | Interim Chief Financial Officer | Sep 2020 – Oct 2020 | Supported finance transition; continuity in financial oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MiNa Therapeutics | Chief Financial Officer | Jan 2021 – present | Active external executive role; potential time-commitment consideration |
Board Governance
- Independence: Board determined Robin Wright is independent under Nasdaq rules; only the CEO (William Enright) and director Alex Hammacher are non-independent .
- Board structure: BRNS separates CEO and Chair roles; independent directors meet in regular executive sessions .
- Classification and term: Class III director; term expires at the annual meeting in 2027 .
- Committee assignments:
- Audit Committee Chair; designated “audit committee financial expert” by the Board; 4 audit committee meetings held in 2024 .
- Compensation Committee member; Compensation Committee met 3 times in 2024; Robin Wright attended 3 of 3 .
- Board attendance: Seven full Board meetings in 2024; all directors attended at least nine meetings in aggregate across Board and committees .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Chair; financial expert | 4 | Not individually disclosed; Board reports strong aggregate attendance |
| Compensation | Member | 3 | 3 of 3 |
Fixed Compensation
| Year | Fees Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | $89,469 | Converted from GBP at 2024 avg FX rate; non-exec director cash fees |
- Director compensation policy: Non-executive directors receive cash retainers/fees and equity (options); no cash bonuses .
- Advisory vote: Proposal 8 seeks shareholder advisory approval of the U.K. statutory directors’ annual report on compensation; Board recommends FOR .
Performance Compensation
| Grant Date | Instrument | Number of Options | Exercise Price ($) | Grant Date Fair Value ($) | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|---|---|
| 10 May 2024 | Stock Options | 19,516 | 2.34 | 46,000 | 1-year, service-based; 100% vest end of period | None disclosed; service-based only |
| Director Performance Metrics | Status |
|---|---|
| Annual cash bonus eligibility | Non-executive directors do not receive annual cash bonus awards |
| Equity award performance conditions | No performance conditions apply to director share interests |
- ASC 718 valuation: Director option awards in the compensation table reflect grant-date fair value under ASC 718 ($38,250 for Mr. Wright in 2024) and may differ from “face value” presented in the statutory report .
Other Directorships & Interlocks
| Company | Role | Public Company Board? | Committee Roles |
|---|---|---|---|
| MiNa Therapeutics | CFO | Not disclosed in proxy | N/A |
- No additional public company directorships or interlocks for Robin Wright are disclosed in the proxy .
Expertise & Qualifications
- Experienced public-company CFO in pharma/biotech; extensive financial reporting and audit oversight .
- Audit Committee financial expert designation; financial literacy affirmed by Board .
- Education: BA Chemistry (Oxford); Fellow of ICAEW (UK) .
Equity Ownership
| As of | Beneficially Owned Shares | % of Outstanding | Basis |
|---|---|---|---|
| 14 Apr 2025 | 160,295 | <1% (“*”) | Based on 40,339,395 shares outstanding |
| As of | Direct Shareholding | Unvested Shares | Unvested Options | Vested but Unexercised Options | Options Exercised in Year |
|---|---|---|---|---|---|
| 31 Dec 2024 | 48,256 | — | 22,613 | 89,426 | — |
| Unexercised Options Outstanding (12/31/2024) | Shares |
|---|---|
| Total Unexercised Options | 112,039 |
- Insider trading, hedging, and pledging policy: Hedging/pledging transactions carry compliance risks; pledging of Company securities by directors/officers may occur only with Audit Committee approval .
- Ownership guidelines: Not disclosed in the proxy .
Employment & Contracts (Director Letters of Appointment)
| Non-Executive Director | Service Agreement Commencement | Appointment/Reappointment Dates | Tenure Status (12/31/2024) | Termination Provisions |
|---|---|---|---|---|
| Robin Wright | 2 Aug 2018 | 31 Mar 2021; Reappointed 10 May 2024 | Rolling period on reappointment | If terminated earlier than initial 3-year period (Initial Period), continued payment of fees until end of Initial Period; unvested awards lapse; vested options exercise period reduced to 12 months |
- Non-executive directors have three-year Initial Periods; thereafter one-month notice by either party .
Governance Assessment
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Strengths:
- Independence, financial expertise, and active committee engagement; Audit Committee financial expert and Compensation Committee member with full attendance in 2024 .
- Separation of CEO and Chair roles and regular executive sessions support independent oversight .
- Clawback/compensation recovery policy under Compensation Committee remit; use of independent consultant (Aon) confirmed independent; fees ~£28k in 2024 .
- No family relationships or adverse proceedings involving directors disclosed; Board risk oversight processes articulated .
-
RED FLAGS / Watch Items:
- Role concentration: Robin Wright serves concurrently as Board Chairman and Audit Committee Chair—an atypical concentration of oversight roles that may raise independence and control environment concerns for some investors .
- Pledging policy: Company permits pledging of securities by directors/officers if approved by the Audit Committee; while controlled, pledging can introduce forced-sale risk and perceived misalignment; continued monitoring advisable (no director-level pledges are enumerated in the proxy) .
- External executive commitment: Active CFO role at MiNa Therapeutics may present time-commitment considerations; monitor for any related-party transactions or overlaps (none disclosed) .
-
Attendance and engagement signal:
- Seven Board meetings in 2024; directors attended at least nine meetings in aggregate (Board+committees), indicating strong engagement; Wright’s Compensation Committee attendance was perfect (3/3) .
-
Compensation alignment:
- Non-exec compensation weighted toward service-vested options plus cash fees; no director bonuses; director equity awards are service-based (no performance metrics), which aligns tenure with ownership but does not tie pay to operating outcomes .
-
Shareholder inputs:
- Advisory vote on U.K. statutory directors’ annual compensation report (Proposal 8); Board recommends FOR—monitor outcomes for sentiment trends .