Richard Henriques
About Richard Henriques
Independent director since February 2019; currently serves as Audit Committee Chair and designated “audit committee financial expert.” Age 69 as of April 28, 2025; Class II director with current term expiring at the 2027 annual meeting. Background includes CFO of the Bill & Melinda Gates Foundation (2010–2014), senior finance leadership at Merck (1981–2008), and MBA from Wharton; BA from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Foundation | Chief Financial Officer | 2010–2014 | Oversaw finance, FP&A, strategic planning, program-related investments, IT |
| Merck & Co., Inc. | SVP Finance, Global Human Health; VP & Corporate Controller; Principal Accounting Officer | 1981–2008 | Senior finance leadership across segments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbutus Biopharma Corporation (NASDAQ: ABUS) | Director | Dec 2014 – Feb 2025 | Not specified in CABA proxy |
| Center for High Impact Philanthropy (UPenn) | Senior Fellow (focus on impact investing) | Since 2015 | — |
| Bucks County Playhouse; International Vaccine Institute; Heritage Conservancy; Delaware Canal 21; Fisherman’s Mark; The Franklin Institute | Board/Trustee | Current (as disclosed) | Non-profit governance roles |
Board Governance
- Committee assignments: Audit Committee Chair (members: Henriques, Scott Brun, Mark Simon); designated by the Board as the “audit committee financial expert.” All audit committee members are independent for SEC/Nasdaq purposes; audit committee met six times in 2024 .
- Compensation Committee member (Chair: Mark Simon; members: Henriques, Shawn Tomasello); all members independent; committee met four times in 2024 .
- Nominating & Corporate Governance Committee: Not a member (members: Catherine Bollard, Scott Brun, Mark Simon) .
- Science & Technology Committee: Not a member (members: Bollard, Brun, Tomasello) .
- Board activity/attendance: Board met nine times in 2024; each director attended 90%+ of board and committee meetings; 5 of 6 directors attended the 2024 annual meeting .
- Director classification/tenure: Class II; director since February 2019; term expires 2027; age 69 .
- Independence: Committee independence affirmed for Audit and Compensation; Henriques is a non-employee director .
Fixed Compensation
| Component | 2024 Amount/Policy | 2025 Policy Update | Notes |
|---|---|---|---|
| Board annual cash retainer | $40,000 | $40,000 | Paid quarterly in arrears |
| Audit Committee – Chair retainer | $15,000 | $20,000 | Henriques is Chair |
| Audit Committee – Member retainer | $7,500 | $10,000 | — |
| Compensation Committee – Member retainer | $5,500 | $6,250 | Henriques is a member |
| Nominating & Corporate Governance – Member retainer | $5,000 | $5,000 | Not a member |
| Science & Technology – Member retainer | $7,500 | $7,500 | Not a member |
2024 actual director compensation (Henriques):
| Name | Fees Earned (Cash) | Option Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| Richard Henriques, MBA | $60,500 | $181,810 | $242,310 |
Notes: Non-employee director fees are prorated by service period; reimbursed for reasonable out-of-pocket meeting expenses .
Performance Compensation
| Award Type | Grant Size | Vesting | Timing | Valuation/Notes |
|---|---|---|---|---|
| Initial stock option (non-employee director) | 44,000 options | Vests in equal quarterly installments over 3 years from vesting commencement, subject to continued service | Granted upon initial board appointment | — |
| Annual stock option (non-employee director) | 22,000 options | Vests in full on the earlier of 1-year anniversary or next annual meeting; vesting ceases upon board departure (unless Board decides otherwise) | Granted on date of annual meeting | — |
2024 reported option award grant date fair value for Henriques: $181,810 (FASB ASC 718 basis) .
Other Directorships & Interlocks
| Item | Status/Detail |
|---|---|
| Public company directorships | Arbutus Biopharma (ABUS) director through Feb 2025 |
| Compensation Committee interlocks | None: no compensation committee member has ever been an officer/employee; no executive officer of CABA served on another company’s board/compensation committee with a CABA director in 2024 |
Expertise & Qualifications
- Designated “audit committee financial expert” under SEC rules; deep finance background (Merck finance leadership; Gates Foundation CFO) .
- MBA (Wharton) and BA (University of Pennsylvania) .
- Impact investing and philanthropy experience (Senior Fellow at UPenn’s Center for High Impact Philanthropy since 2015) .
Equity Ownership
| Holder | Beneficial Ownership (as of Apr 28, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Richard Henriques, MBA | 134,428 shares | 0.26% | Based on 50,743,101 shares outstanding; includes options/warrants exercisable within 60 days where applicable |
Additional disclosures:
- As of Dec 31, 2024, Henriques held 134,428 shares subject to option awards; also had 22,000 unvested shares outstanding (director cohort table) .
- Anti-hedging/pledging: Company policy prohibits short sales, derivative hedging, margin/collateral use, and pledging of company stock; any waiver requires Audit Committee approval; to date, no waivers have been made or approved .
Governance Assessment
- Board effectiveness/engagement: Strong participation signals—Audit (6 meetings), Compensation (4), Board (9); each director 90%+ attendance in 2024; Henriques chairs Audit and is the designated financial expert, enhancing oversight of financial reporting, controls, and auditor independence .
- Independence and conflicts: Committee independence affirmed; no related party transactions above threshold since Jan 1, 2023; Audit Committee reviews/approves any related person transactions under a written policy .
- Pay and alignment: Equity-heavy mix in 2024 (cash $60.5k vs option award $181.8k), aligning director incentives with long-term shareholder value; 2025 fee increase for Audit Chair reflects heightened oversight demands (e.g., risk, cybersecurity) .
- Trading discipline: Robust insider trading policy with explicit prohibitions on hedging/pledging and no waivers to date—supports alignment and mitigates reputational risk .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or committee interlocks; no attendance concerns reported (90%+ for directors) .