Iqbal Hussain
About Iqbal Hussain
Iqbal Hussain (age 44) serves as General Counsel and Chief Compliance Officer (since February 1, 2021) and Company Secretary (since April 2021) of Centessa Pharmaceuticals (CNTA). He previously was Partner, Global Corporate Group, Reed Smith LLP (led Life Sciences corporate practice across EMEA), and held senior M&A legal roles at Johnson & Johnson; he holds an LLB (University of Sheffield) and completed postgraduate legal education at the Oxford Institute of Legal Practice in 2005 . The company’s 2024 remuneration report highlights Centessa’s 2024 progress advancing its OX2R agonist franchise (ORX750 into Phase 2a; pipeline advancement), providing relevant business execution context during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Reed Smith LLP | Partner, Global Corporate Group; led Life Sciences corporate practice across EMEA | Sep 2019 – Jan 2021 | Led LS corporate practice across EMEA; transactional leadership for sector clients |
| Johnson & Johnson | Senior Counsel; Legal Director, M&A | Feb 2014 – Aug 2019 | Senior legal leadership on M&A for J&J; transaction execution support |
| Ropes & Gray LLP | Senior Associate, Corporate M&A | Jan 2012 – Feb 2014 | Advised on public and private M&A |
| Slaughter and May | Associate, Corporate M&A | Aug 2005 – Jan 2012 | Advised on public and private M&A |
External Roles
No public company directorships are listed for Mr. Hussain in the company’s executive officer disclosures within the 2025 proxy .
Fixed Compensation
| Year | Base salary (USD) | Base salary (GBP) | Target bonus % | Actual bonus (USD) | Other comp (USD) |
|---|---|---|---|---|---|
| 2024 | $487,527 | £383,399 (annual base; paid in GBP) | 40% of base salary | $264,708 | $16,340 (UK Group Plan contribution) |
| 2023 | $452,711 | — | — | $200,770 | — |
Notes:
- 2024 bonuses for NEOs were paid at 135% of target based on company and individual goal achievement (non‑clinical/clinical program advancement, team/culture/governance, budget goals). Mr. Hussain’s target was 40% of base salary .
Performance Compensation
Annual Cash Incentive (2024)
| Metric category | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Non-clinical and clinical advancement of program goals | Not disclosed | 40% of base salary target bonus | 135% of target for 2024 | Committee used discretion based on goals |
| High-performance teams; infrastructure/corporate governance | Not disclosed | — | 135% of target for 2024 | — |
| Achievement of financial budget goals | Not disclosed | — | 135% of target for 2024 | — |
Equity Awards and Vesting
- RSUs: Vest in four equal annual installments beginning on the anniversary of vesting commencement date .
- Options:
- 2021-dated grants: 25% at 1-year cliff; remaining 75% in 36 equal monthly installments thereafter .
- 2022–2024 grants: 48 equal monthly installments beginning March 1 of the grant year .
| Award type | Vesting commencement | Unvested/Outstanding at 12/31/24 (#) | Exercise price | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| RSU | 02/01/2023 | 50,325 | — | — | 4 annual installments (anniv. of VC date) |
| RSU | 02/01/2024 | 42,500 | — | — | 4 annual installments (anniv. of VC date) |
| Option | 02/19/2021 | 313,661 exercisable; 13,898 unexercisable | $5.84 | 02/19/2031 | 25% at 1-year; then 36 monthly |
| Option | 04/20/2021 | 159,831 exercisable; 6,948 unexercisable | $9.42 | 04/20/2031 | 25% at 1-year; then 36 monthly |
| Option | 05/27/2021 | 95,834 exercisable; 4,166 unexercisable | $20.00 | 05/27/2031 | 25% at 1-year; then 36 monthly |
| Option | 02/01/2022 | 113,334 exercisable; 46,666 unexercisable | $9.53 | 02/01/2032 | 48 equal monthly starting Mar 1 |
| Option | 02/01/2023 | 45,833 exercisable; 54,167 unexercisable | $3.85 | 02/01/2033 | 48 equal monthly starting Mar 1 |
| Option | 02/01/2024 | 35,417 exercisable; 134,583 unexercisable | $8.01 | 02/01/2034 | 48 equal monthly starting Mar 1 |
Fair value context at 12/31/24:
- RSUs: 50,325 units valued $842,944; 42,500 units valued $711,875 (based on $16.75 ADS close 12/29/24) .
Equity Ownership & Alignment
| Holder | Total beneficial ownership (#) | % of shares outstanding | Components/breakdown |
|---|---|---|---|
| Iqbal Hussain | 884,716 | 0.66% (of 133,598,369 shares outstanding) | 39,961 shares held directly; 5,500 by spouse; 839,255 options exercisable within 60 days of 4/24/2025 |
| Shares outstanding (as of 4/25/2025) | 133,598,369 | — | — |
Additional alignment/governance:
- Insider trading policy expressly prohibits derivative transactions in company stock; the policy discusses risks around margin or pledged collateral positions; prohibition on derivatives is explicit; pledging policy terms beyond risk discussion are not separately specified in the proxy .
- Section 16 compliance: the company states executive officers filed timely in 2024 .
- Clawback: Company adopted a Compensation Recovery Policy implementing SEC/Nasdaq rules; malus/clawback applies to cash bonuses (one year) and share awards (up to one year post-vesting, extendable two years during investigations) .
Employment Terms
| Term | Detail |
|---|---|
| Position | General Counsel and Chief Compliance Officer (since Feb 1, 2021); Company Secretary (since Apr 2021) . |
| Current compensation parameters | 2024 base salary denominated in GBP (£383,399); target annual bonus 40% of base salary . |
| 2024 bonus outcome | Company discretion paid at 135% of target for NEOs, including Mr. Hussain . |
| Employment agreement | March 30, 2022; continues via employer-of-record following relocation outside the UK in Feb 2025 . |
| Severance (outside CoC) | If terminated without cause or resigns for good reason outside one year after a “sale event”: 12 months’ salary continuation . |
| Severance (within one year after CoC) | If terminated without cause or resigns for good reason within one year post “sale event”: lump sum equal to 12 months’ base salary + 100% of target bonus; 100% acceleration of time‑based equity granted on/after Feb 1, 2022; earlier awards follow existing terms . |
| Benefits continuation | U.S.-style COBRA provisions apply to CEO/CFO; for Mr. Hussain, severance benefits focus on salary continuation; equity acceleration governed as above . |
| 280G treatment | “Best‑net” approach: pay either delivered in full or reduced to avoid excise tax, whichever yields higher net benefit; no excise tax gross‑up . |
| Clawback/malus | As above; cash bonuses and equity awards subject to recovery and malus provisions per policy . |
Compensation Structure Analysis
- Mix and trend: 2024 total compensation increased vs 2023, driven by higher option grant fair value ($937,326 vs $269,897) and higher RSU value ($340,425 vs $258,335), with base cash comp moving from $452,711 to $487,527; indicates greater equity weight and retention emphasis in 2024 .
- Pay-for-performance: 2024 bonuses paid at 135% of target based on program advancement, team/culture/governance, and budget objectives, evidencing an above-target outcome tied to operational milestones .
- Vesting cadence and potential selling pressure: RSUs vest annually over four years (2023 and 2024 grants), and options vest monthly over four years; expirations extend to 2034—these schedules create recurring potential liquidity windows aligned with long-dated retention .
- Governance protections: Company-wide clawback and malus; prohibition on derivative transactions; 280G “best‑net” cutback (no gross‑up) .
Performance & Track Record (executive biography highlights)
- Prior experience includes senior M&A leadership at Johnson & Johnson and partner-level responsibility at Reed Smith (EMEA LS corporate), with extensive public/private M&A experience at Slaughter and May and Ropes & Gray .
- Company execution backdrop in 2024 included key OX2R agonist milestones (ORX750 Phase 2a initiation; pipeline advancement), supporting linkage between legal/governance execution capacity and development momentum .
Investment Implications
- Alignment and retention: Meaningful equity mix (options and RSUs) with long-dated monthly and annual vesting and change‑of‑control double‑trigger acceleration supports retention while aligning outcomes with shareholder value creation; no excise tax gross‑ups and clawback/malus enhance governance quality .
- Near-term flow dynamics: Annual RSU vesting from 2023/2024 grants and steadily vesting options through 2028 may create periodic incremental supply; however, schedules are standard for growth biotech and serve as retention levers .
- Risk assessment: Insider policy prohibits derivatives; Section 16 compliance noted; severance within CoC at 1x salary + 1x bonus with equity acceleration is moderate versus biotech norms, limiting parachute risk inflation .
- Execution capability: Hussain’s M&A and corporate governance background should be supportive for future partnering, licensing, or strategic transactions as Centessa advances OX2R assets, a potential positive for capital formation and BD optionality .