Annalisa Jenkins
About Annalisa Jenkins
Annalisa Jenkins, MBBS, FRCP, age 59, has served as an independent non-executive director of COMPASS Pathways (CMPS) since May 2018; she trained in medicine at St. Bartholomew’s Hospital, University of London, and earlier served as a Medical Officer in the British Royal Navy, attaining the rank of Surgeon Lieutenant Commander . On the CMPS board she chairs the Compensation & Leadership Development Committee, sits on the Audit & Risk Committee (designated an “audit committee financial expert”), and is a member of the Scientific Committee; she is a Class III director with term expiring at the 2026 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PlaqueTec Ltd. | Chief Executive Officer | Nov 2017 – Apr 2019 | Led biotech focused on CAD treatment/prevention |
| Dimension Therapeutics, Inc. | CEO & Director | Sep 2014 – Nov 2017 (sold to Ultragenyx) | Led rare/metabolic liver gene therapy company through sale |
| Merck Serono | EVP, Head Global R&D; EVP Global Development & Medical | Oct 2013 – Mar 2014; Sep 2011 – Oct 2013 | Executive committee member |
| Bristol-Myers Squibb | Senior VP & Head, Global Medical Affairs (15-year career) | Jul 2009 – Jun 2011 (BMS tenure prior) | Senior medical leadership |
| British Royal Navy | Medical Officer | Gulf Conflict period | Achieved rank of Surgeon Lieutenant Commander |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Genomics England | Non-Executive Director | Public sector entity | Current |
| Avrobio, Inc. (AVRO) | Director | Public | Current |
| Affimed GmbH (AFMD) | Director | Public | Current |
| Mereo BioPharma Group plc (MREO) | Director | Public | Current |
| Skye Bioscience, Inc. (SKYE) | Director | Public (OTCQB) | Current |
| AgeX Therapeutics, Inc. (AGE) | Director | Public | Prior (within past 5 years) |
| Oncimmune Holdings plc (ONC) | Director | Public (LSE) | Prior (within past 5 years) |
Board Governance
- Committee assignments (current): Chair – Compensation & Leadership Development; Member – Audit & Risk (financial expert); Member – Scientific .
- Independence: Board determined all directors except the CEO are independent under Nasdaq/SEC rules; Jenkins is independent .
- Classification/tenure: Class III director; term expires at 2026 AGM; board had 10 meetings in 2024; all directors met at least 75% attendance of board and committee meetings .
- Committee activity: Audit & Risk met 5x in 2024; Compensation & Leadership Development met 4x in 2024; Nominating & Corporate Governance met 2x in 2024 .
- Board leadership: Independent non-executive Chair; independent directors hold regular executive sessions .
- Pay governance signals: Say-on-pay approved by 99.75% at 2024 AGM; Directors’ Remuneration Policy approved by 99.85% in 2024; Directors’ Remuneration Report (advisory) approved by 99.88% in 2024 .
- Risk/compliance oversight: Audit & Risk oversees financial reporting, cybersecurity, data privacy, and related-party transaction approvals .
- Clawback/insider policies: Nasdaq-compliant clawback adopted (Dec 2023) and strict anti-hedging/pledging prohibitions for directors and executives .
Fixed Compensation
| Component | Policy Rate (from Apr 1, 2024 unless noted) | Jenkins Eligible? | Notes |
|---|---|---|---|
| Board member retainer | $40,000 | Yes | Applies to all non-exec directors |
| Board Chair retainer | $100,000 | No | Chair-only |
| Lead Independent retainer | $20,000 (if applicable) | No | Only if designated |
| Audit & Risk – Chair | $18,000 → $20,000 (effective with June 2025 AGM) | No | Chair-only |
| Audit & Risk – Member | $9,000 → $10,000 (effective with June 2025 AGM) | Yes | Jenkins is a member |
| Compensation – Chair | $14,000 → $15,000 (effective with June 2025 AGM) | Yes | Jenkins is Chair |
| Compensation – Member | $7,000 → $7,500 (effective with June 2025 AGM) | N/A | Member rate |
| Scientific – Chair | $12,000 | No | Chair-only |
| Scientific – Member | $6,000 | Yes | Jenkins is member |
| Nominating – Chair | $10,000 | No | Chair-only |
| Nominating – Member | $5,000 | No | Member rate |
| 2024 Cash actually paid (Jenkins) | $68,236 | — | Reported 2024 cash fees |
Notes: Directors may receive limited travel/hospitality benefits; fees reviewed periodically vs peers .
Performance Compensation
| Award | Grant Date | Quantity | Vesting | 2024 Grant Date Fair Value |
|---|---|---|---|---|
| Annual non-exec option | May 9, 2024 (AGM) | 26,000 ADS options (for each continuing non-exec director) | Vests in full on earlier of 1-year anniversary or next AGM, subject to service | Jenkins total 2024 option FV: $222,040 (aggregate for 2024 grants) |
- Equity structure: Non-exec directors receive equity primarily in the form of options; annual grants for continuing directors; no performance metrics—time-based vesting only .
- No formal share ownership guidelines for non-executive directors (alignment gap relative to some U.S. peers) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Avrobio (AVRO) | Gene therapy | Director | Distinct therapeutic focus; no related-party link disclosed by CMPS |
| Affimed (AFMD) | Immuno-oncology | Director | Distinct focus; no CMPS related-party link disclosed |
| Mereo BioPharma (MREO) | Biopharma | Director | Distinct focus; no CMPS related-party link disclosed |
| Skye Bioscience (SKYE) | Biotech | Director | Distinct focus; no CMPS related-party link disclosed |
| Genomics England | Genomics | Non-Exec Director | Public sector entity; no CMPS related-party link disclosed |
CMPS discloses related-party oversight by the Audit & Risk Committee and reports no Jenkins-specific related-party transactions; no family relationships among directors/executives .
Expertise & Qualifications
- Audit & Risk “financial expert” (SEC definition) and financially literate; extensive R&D, clinical, and medical leadership experience across BMS and Merck Serono; board and C-suite leadership including multiple public boards .
- Medical degree (MBBS) and FRCP; trained in cardiovascular medicine; Royal Navy medical service—leadership under operational conditions .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 220,954 ordinary shares equivalent |
| % of shares outstanding | <1% |
| Options outstanding (12/31/2024) | 216,404 options outstanding/unexercised |
| Pledged/Hedged | Prohibited by policy |
| Ownership guidelines | None for non-exec directors |
Governance Assessment
Strengths
- Independent, experienced life sciences operator with deep R&D/medical credentials; designated audit committee financial expert; chairs Compensation & Leadership Development Committee (oversight of pay/human capital) .
- Strong board independence and structure (independent Chair; regular executive sessions); robust committee activity; clear risk/compliance and related-party oversight by Audit & Risk .
- Shareholder alignment and governance policies: high 2024 say-on-pay and remuneration policy support; Nasdaq-compliant clawback; strict anti-hedging/pledging .
- Director pay mix skewed to equity (2024: ~$222k options vs ~$68k cash), enhancing long-term alignment .
Potential Risks/Flags
- No formal director stock ownership guidelines for non-executive directors—could weaken long-term alignment expectations despite equity-heavy compensation .
- Multiple external public company directorships may elevate time-commitment risk (“overboarding”) in high-activity periods; however, CMPS reports ≥75% attendance by all directors in 2024 .
- Classified board (staggered terms) limits immediate shareholder refresh rights; Jenkins is Class III (term ends 2026) .
- Broader capital flexibility proposals (authority to allot and disapply pre-emption rights) reflect financing needs in late-stage biotech; while shareholder protections via Nasdaq/SEC remain, continued board oversight of dilution is crucial .
Director Compensation Summary (2024)
- Cash fees: $68,236; Option awards (grant date fair value): $222,040; Total: $290,276 .
Board/Committee Engagement
- Board met 10 times in 2024; Audit & Risk met 5 times; Compensation & Leadership Development met 4 times; Nominating & Corporate Governance met 2 times; Scientific Committee active membership list disclosed .
Overall implication: Jenkins brings strong R&D/medical oversight, compensation governance leadership, and financial expertise to critical committees. Alignment is supported by equity-heavy pay and anti-hedging rules, though absence of formal non-exec ownership guidelines and multiple external boards are areas to monitor for investor confidence .
