Gino Santini
About Gino Santini
Gino Santini, age 68, is the independent Non‑Executive Chair of COMPASS Pathways (appointed September 3, 2024). He holds a B.S. in Mechanical Engineering from the University of Bologna (1981) and an MBA from the Simon School of Business at the University of Rochester (1983). His tenure at CMPS is as a Class I director with a term ending at the 2027 AGM, and he was re‑elected at the June 12, 2025 AGM. Santini previously spent 27 years at Eli Lilly, including roles as SVP Corporate Strategy & Business Development, President of U.S. Operations, and member of Lilly’s Executive Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Senior Vice President, Corporate Strategy & Business Development; President of U.S. Operations; Executive Committee member | 1983–2010; SVP role since 2007 through retirement in Dec 2010 | Senior leadership in corporate strategy; executive committee influence |
| COMPASS Pathways plc | Independent Non‑Executive Chair; Class I Director | Appointed Sept 3, 2024; term to 2027 AGM | Board Chair; member, Nominating & Corporate Governance Committee |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Collegium Pharmaceutical (Nasdaq: COLL) | Lead Independent Director; Director | Director since July 2012; Lead independent since May 2015 | Current public company role |
| Intercept Pharmaceuticals (Nasdaq: ICPT) | Director | Prior 5 years (ended before 2025) | Former public company board |
| Horizon Therapeutics plc (Nasdaq: HZNP) | Director | Prior 5 years | Former public company board |
| Allena Pharmaceuticals (Nasdaq: ALNA) | Director | Prior 5 years | Former public company board |
| AMAG Pharmaceuticals (Nasdaq: AMAG) | Director | Prior 5 years | Former public company board |
| Several private companies | Director | Current | Multiple privately held boards |
| Senior Advisor to VC/pharma/biotech | Senior Advisor (financing/consulting) | Since 2011 | Advisory to U.S. & European firms |
Board Governance
- Role and independence: Independent Non‑Executive Chair (appointed Sept 3, 2024); member of the Nominating & Corporate Governance Committee.
- Committee assignments: Nominating & Corporate Governance (member). Other committees chaired by peers: Audit & Risk (Chair: Daphne Karydas), Compensation & Leadership Development (Chair: Annalisa Jenkins), Scientific Committee (chairs noted for Thomas Lönngren and Robert McQuade).
- Board structure: Classified board; Santini is Class I with term expiring at the 2027 AGM.
- Attendance: In 2024, the Board met 10 times; all directors attended at least 75% of Board and committee meetings. (Santini joined in Sept 2024).
- Re‑election 2025 AGM: For 44,281,502; Against 83,620; Withheld 17,990,159; Broker Non‑Votes 30,494,220.
AGM Re‑Election Vote Detail
| Proposal | For | Against | Withheld | Broker Non‑Votes |
|---|---|---|---|---|
| Re‑elect Gino Santini | 44,281,502 | 83,620 | 17,990,159 | 30,494,220 |
- Board evaluation and risk oversight: Formal annual evaluation overseen by Nominating & Corporate Governance; risk oversight distributed across Audit & Risk, Compensation & Leadership Development, and Nominating & Corporate Governance Committees.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $35,000 | Director Compensation table (pro‑rated for service from Sept 2024) |
| Single total remuneration (2024) | $34,701 | Proxy “single figure” presentation for Non‑Executive Chair |
| Annual Chair cash retainer (policy) | $100,000 | Revised Director Compensation Policy from April 1, 2024 |
| Board member cash retainer (policy) | $40,000 | Non‑Executive Director fee schedule |
| Committee chair/member fees (policy) | See schedule | Audit Chair $18k (to $20k after AGM), Audit member $9k (to $10k), Comp Chair $14k (to $15k), Comp member $7k (to $7.5k), Nominating Chair $10k, Nominating member $5k, Scientific Chair $12k, Scientific member $6k |
| Travel/hospitality perquisites | Limited | Disclosed for directors |
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares/Options | Exercise Price | Fair Value | Vesting | Expiry |
|---|---|---|---|---|---|---|---|
| Initial Chair equity award | Sept 3, 2024 | Options | 52,000 | $7.22 | $375,440 (FY 2024 option FV) | 36 equal monthly installments over 3 years; 4,333 vested in 2024 | Sept 2, 2034 |
| Annual Chair equity award (policy) | AGM each year | Options | 39,000 | N/A | N/A | Time‑based per director policy | N/A |
- Director performance metrics: None disclosed for non‑executive director equity; options are time‑vested with no performance conditions (proxy tables show “Unvested without performance conditions”).
Other Directorships & Interlocks
| Company | Relationship to CMPS | Potential Interlock/Conflict |
|---|---|---|
| Collegium Pharmaceutical (COLL) | Unrelated therapeutic focus | No CMPS‑disclosed transactional ties |
| Intercept, Horizon, Allena, AMAG | Former boards | No CMPS‑disclosed related‑party transactions involving Santini |
| Private companies; VC/pharma advisory | Advisory activities | Potential broad industry relationships; no specific CMPS transactions disclosed |
Expertise & Qualifications
- Pharma operating and strategy depth: 27 years at Eli Lilly; SVP Corporate Strategy & BD; U.S. Operations President; Executive Committee veteran.
- Board leadership: Current lead independent director at Collegium (since 2015; director since 2012).
- Education: B.S. Mechanical Engineering (University of Bologna, 1981); MBA (University of Rochester – Simon School, 1983).
Equity Ownership
| Metric | Dec 31, 2024 | Apr 14, 2025 |
|---|---|---|
| Ordinary shares beneficially owned | 7,222 | 13,000 |
| Ownership % of shares outstanding | <1% | <1% (out of 92,849,501 shares outstanding) |
| Options – total held | 52,000 | 52,000 |
| Options – unvested (no performance conditions) | 47,667 | N/A |
| Options – vested but unexercised | 4,333 | N/A |
| RSUs – total/unvested | — | — |
- Ownership guidelines: The company does not have a formal share ownership guideline for non‑executive directors.
- Pledging/hedging: No pledging or hedging disclosures for directors; not flagged in proxy.
Governance Assessment
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Signals supportive of investor confidence:
- Independent Chair with deep pharmaceutical operating and strategy experience; current lead independent director at Collegium.
- Strong shareholder support: 2025 AGM re‑election passed with 44.28M “For”; advisory approvals on remuneration items also passed (e.g., U.K. directors’ remuneration report “For” 39.90M).
- Board evaluation process and clear committee risk oversight responsibilities are disclosed.
-
Compensation and alignment:
- Chair cash retainer $100k and option‑heavy equity grants; 2024 mix ≈92% equity by fair value ($375,440 of $410,440 total), aligning director incentives with shareholder outcomes via equity exposure.
- Time‑based vesting (no performance metrics) reduces risk of short‑term metric gaming but may dilute performance‑conditioning; options vest monthly over 3 years for new directors.
-
Conflicts/related‑party exposure:
- No related‑party transactions involving Santini disclosed; related‑party policy places primary review with Audit & Risk Committee.
- Advisory role across VC/pharma/biotech since 2011 merits ongoing monitoring for potential indirect conflicts, though none reported by CMPS.
-
Independence, attendance, and engagement:
- Independent Non‑Executive Chair; Board and committee attendance across 2024 met a minimum of 75% for all directors; Board met 10 times.
-
RED FLAGS to monitor:
- Absence of formal director stock ownership guidelines (governance gap versus best practices).
- Option‑only equity for directors with no performance conditions; while common, some investors prefer performance‑linked equity for stronger pay‑for‑performance signals.
Overall, Santini’s independent chair role, credible industry background, and equity‑aligned compensation support governance quality; the lack of formal director ownership guidelines and performance conditions in director equity are areas to watch, but no Santini‑specific related‑party transactions or attendance concerns are disclosed.
