Francesco De Rubertis
About Francesco De Rubertis
Francesco De Rubertis, Ph.D. (age 55) is Centessa’s Non‑Executive Director and Chair of the Board; he joined the Board in November 2020 and is a Class III director whose term runs through the 2027 AGM . He holds a Ph.D. in Molecular Biology (University of Geneva), a B.A. in Genetics & Microbiology (University of Pavia), is a Chartered Financial Analyst, and previously served on the main board of the University of Geneva .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Index Ventures | Partner; launched Life Sciences practice | 1998–2016 (19 years) | Built Index’s life sciences franchise; investor in multiple public/privates |
| Whitehead Institute at MIT | Postdoctoral scientist | Not disclosed | Molecular biology research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medicxi | Co‑founder & Partner | 2016–present | Leads life sciences investments; affiliated entities are Centessa holders |
| Alys Pharmaceuticals, Rivus Pharmaceuticals, Ottimo Pharma, Levicept | Director | Current (as of Apr 24, 2025) | Private biotech board service |
Board Governance
- Chair of the Board; Board is staggered (Class I/II/III) with his Class III term expiring at the 2027 AGM .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; members include De Rubertis (Chair), Mathias Hukkelhoven, and Samarth Kulkarni .
- Independence: Board determined all non‑employee directors, including De Rubertis, are independent under Nasdaq rules .
- Attendance: In 2024 the Board met 4 times; Audit 5; Compensation 5; Nominating 0; all directors attended at least 75% of their meetings .
- AGM engagement: All directors except Samarth Kulkarni attended the 2024 AGM (De Rubertis attended) .
- Anti‑hedging/pledging: Company policy prohibits derivatives, short sales, and pledging of Centessa stock by directors and officers .
- Clawbacks: Company adopted a Dodd‑Frank‑compliant compensation recovery policy (clawback/malus) administered by the Compensation Committee .
Fixed Compensation
| Component (Directors’ Policy) | Amount | Notes |
|---|---|---|
| Board annual retainer | $40,000 | Non‑employee directors |
| Additional retainer – Non‑Executive Chair | $30,000 | For chair role |
| Audit Committee member/chair | $10,000 / $20,000 | Per director / chair |
| Compensation Committee member/chair | $7,500 / $15,000 | Per director / chair |
| Nominating & Governance member/chair | $5,000 / $10,000 | Per director / chair |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Francesco De Rubertis | $0 | $0 | $0 (waived equity awards) | $0 | $0 |
Note: De Rubertis waived his non‑employee director compensation and equity awards in 2024, a positive alignment signal for governance .
Performance Compensation
| Equity Element | Grant Size (post‑May 19, 2022 policy) | Vesting | Notes |
|---|---|---|---|
| Initial Option Grant | 80,000 options | 36 equal monthly installments over 3 years, continued service required | Subject to full acceleration upon sale of the company |
| Annual Option Grant | 40,000 options | One‑year cliff (earlier of 1st anniversary or next AGM), continued service required | Subject to full acceleration upon sale of the company |
2024 grants for De Rubertis: waived; no RSUs or options granted/recognized for him in 2024 . No director performance metrics (e.g., TSR, revenue) are used to determine director equity awards; vesting is service‑based .
Other Directorships & Interlocks
| Entity | Stake/Role | Interlock/Details |
|---|---|---|
| Medicxi‑affiliated funds | 14.94% of outstanding shares (19,963,157) as of Apr 24, 2025 | De Rubertis is a Medicxi Partner; Medicxi entities have registration rights; group relationships with Index Ventures vehicles noted; ownership structures disclosed |
| Index Ventures vehicles | 7.46% (9,961,789) as of Apr 24, 2025 | Historic affiliation (De Rubertis built Index life sciences practice); Medicxi acts as sub‑adviser to Index Ventures Life VI; mutual “group” considerations disclosed |
| General Atlantic (GA UM B.V.) | 7.25% (9,681,818) as of Apr 24, 2025 | Director Brett Zbar (Centessa Compensation Chair) is GA Managing Director & Global Head of Life Sciences; GA fund/control structure disclosed |
Expertise & Qualifications
- Scientific: Ph.D. Molecular Biology; postdoc at MIT’s Whitehead Institute; deep drug development and biotech portfolio experience .
- Investing/Finance: Co‑founder & Partner at Medicxi; former Partner at Index Ventures; CFA; led numerous life sciences investments and prior public company engagements .
- Board leadership: Chair of Centessa’s Board; chairs Nominating & Governance; experience developing corporate governance guidelines and board evaluation processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Francesco De Rubertis (individual) | — shares | —% |
| Policy: Pledging/Hedging | Prohibited for directors/officers | — |
As of April 24, 2025, De Rubertis had no individual beneficial ownership reported; large affiliated ownership resides with Medicxi funds, which may align major shareholder and chair perspectives but also concentrates influence .
Governance Assessment
-
Positives
- Independent, experienced scientific investor leading the Board; independence affirmed by Nasdaq standards .
- Waiver of 2024 director compensation/equity awards demonstrates restraint and alignment with shareholders amid development‑stage execution .
- Strong committee structure with De Rubertis chairing Nominating & Governance; clear charters and board evaluation responsibilities; Compensation Committee uses independent consultant (Aon Radford) .
- Attendance solid (≥75% in 2024); AGM participation confirmed; board‑level anti‑hedging/pledging and clawback frameworks in place .
-
Risks and RED FLAGS
- Chair’s affiliation with Medicxi, a 14.94% holder, creates potential influence/related‑party perceptions; registration rights for Medicxi/Index vehicles existed (termination trigger June 2, 2025), warranting monitoring of capital markets actions and information flow. RED FLAG: major‑holder‑affiliated chair may constrain independence in capital allocation and governance decisions if not well‑mitigated .
- Staggered board structure can entrench directors and slow change‑of‑control or governance refresh cycles; investors often discount staggered boards as less responsive. RED FLAG: structural entrenchment risk .
- Individual ownership: De Rubertis personally holds no shares/options reportable within 60 days; while major affiliated funds are large owners, the lack of personal direct ownership may reduce individual “skin‑in‑the‑game” alignment. Watch for future personal holdings or guideline disclosures .
Related Party & Policy Notes
- Related party transactions: Other than director/exec compensation, indemnification deeds, and registration rights for Medicxi/Index vehicles, no related party transactions over $120,000 since Jan 1, 2023 were reported; related party transaction approvals are overseen by the Audit Committee per policy .
- Registration rights: Demand, short‑form, and piggyback rights covered certain holders (including Medicxi/Index); rights expire on the earlier of June 2, 2025, Rule 144 eligibility criteria, or a share sale .
Overall implication: Board leadership, independence designation, and compensation restraint are supportive of governance quality, but the combination of staggered board and chair’s affiliation with a ~15% holder constitutes a notable governance risk that investors should monitor, particularly around capital raising, board refreshment, and potential conflicts in strategic transactions .