Mathias Hukkelhoven
About Mathias Hukkelhoven
Independent non‑executive director at Centessa Pharmaceuticals plc (CNTA); age 71, serving since July 2022. Dr. Hukkelhoven is a veteran global regulatory and drug development leader with contributions to 50+ NCEs and hundreds of indications/line extensions, and previously chaired PhRMA’s Regulatory Affairs Coordinating Committee and served as a PDUFA VII negotiator with FDA. He holds B.S. and Ph.D. honors degrees in Biology and Biochemistry from the University of Nijmegen (Netherlands). The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb | SVP, Global Regulatory, Safety & Biometrics; led BMS China R&D and Clinical Pharmacology/Pharmacometrics; responsible for Safety Sciences post-Celgene acquisition | Mar 2010–Jul 2021 | Led large global development org; shaped industry health authority interactions |
| Novartis | Senior VP, Global Head Drug Regulatory Affairs; Chairman, Portfolio Stewardship Board | 2001–2009 (Chair role date not specified) | Regulatory leadership and portfolio stewardship |
| PhRMA | Chair, Regulatory Affairs Coordinating Committee; Negotiator (PDUFA VII) | Not specified | Shaped industry engagement with FDA on user fee reauthorization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Compugen Ltd. (Nasdaq: CGEN) | Director | Since Mar 1, 2022 | Public company directorship |
| LianBio | R&D Strategy Advisor | Since post‑BMS retirement (Jul 2021) | Advisory capacity |
| McKinsey & Company | Senior Advisor | Since post‑BMS retirement (Jul 2021) | Advisory capacity |
| Panacea Ventures | Venture Partner | Not specified | VC role |
Board Governance
- Board classification: Class II director; term expires at the AGM to be held in 2026.
- Committee memberships: Nominating & Corporate Governance Committee (member; committee chaired by Francesco De Rubertis). Not an Audit or Compensation Committee member.
- Chair roles: None disclosed. Audit Committee chaired by Carol Stuckley; Compensation Committee chaired by Brett Zbar; Nominating & Corporate Governance Committee chaired by Francesco De Rubertis.
- Attendance: In 2024, the Board met 4 times; Audit 5; Compensation 5; Nominating & Corporate Governance 0. All directors attended at least 75% of Board and relevant committee meetings.
- AGM engagement: All directors other than Samarth Kulkarni attended the 2024 AGM; thus Dr. Hukkelhoven attended.
- Independence: Board determined all non‑employee directors, including Dr. Hukkelhoven, are independent under Nasdaq rules.
- Trading and hedging policy: Insider trading policy expressly prohibits derivative transactions and purchases of derivative securities that provide the economic equivalent of ownership; policy highlights risks of pledging/margin but does not state an outright ban on pledging.
Fixed Compensation
| Component (2024) | Amount (USD) | Basis |
|---|---|---|
| Board annual cash retainer | $40,000 | Non‑employee director policy |
| Nominating & Corporate Governance Committee member fee | $5,000 | Member (not chair) |
| Total cash fees received | $45,000 | Director compensation table (2024) |
Notes:
- No per‑meeting fees disclosed; standard cash compensation is retainer‑based.
- Additional chair fees (not applicable): Audit chair $20,000; Compensation chair $15,000; Nominating chair $10,000.
Performance Compensation
| Equity Component | 2024 Grant/Value | Vesting Terms |
|---|---|---|
| Stock options (annual director grant) | $287,242 (grant-date fair value) | Company policy: annual option grant to non‑employee directors vests in full by the earlier of 1 year after grant or next AGM; quantum set by policy (see note). |
| Director option grant policy (effective May 19, 2022) | Initial: 80,000 options; Annual: 40,000 options | Initial vests in 36 equal monthly installments over 3 years; Annual vests by first anniversary/next AGM; full acceleration upon sale of company. |
Additional data:
- Options outstanding (as of Dec 31, 2024): 192,000 options to purchase CNTA ADSs held by Dr. Hukkelhoven.
- Grant caps: First year total director equity+cash ≤ $1,000,000; subsequent years ≤ $750,000.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Commentary |
|---|---|---|
| Compugen Ltd. (Nasdaq: CGEN) | Outside public board | No related‑party transactions disclosed between Centessa and entities associated with Dr. Hukkelhoven since Jan 1, 2023; Audit Committee reviews and approves related‑party transactions per policy. |
| LianBio (advisor), McKinsey (advisor), Panacea Ventures (venture partner) | Advisory/VC roles | Time commitments and cross‑industry exposure noteworthy; no Centessa related‑party transactions involving these affiliations disclosed. |
Expertise & Qualifications
- Deep regulatory leadership across BMS and Novartis; contributed to >50 NCE approvals and hundreds of indications/line extensions.
- Industry policy influence via PhRMA leadership and PDUFA VII negotiations with FDA.
- Academic credentials: B.S. and Ph.D. honors in Biology/Biochemistry (University of Nijmegen, Netherlands).
Equity Ownership
| Ownership Metric (as of Apr 24, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership | 141,333 ordinary shares (via options exercisable within 60 days) |
| Ownership % of shares outstanding | 0.11% |
| Total options outstanding (as of Dec 31, 2024) | 192,000 options |
| Shares outstanding (reference) | 133,598,369 ordinary shares (Apr 25, 2025) |
Alignment and risk controls:
- Beneficial ownership consists entirely of vested, exercisable options as of the measurement date; company policy prohibits hedging/derivative transactions; no pledging disclosures for Dr. Hukkelhoven.
Governance Assessment
- Strengths: Independent director with unmatched regulatory depth; serves on Nominating & Corporate Governance Committee; strong attendance; majority of 2024 compensation in equity aligns incentives with shareholder outcomes.
- Compensation mix: $45,000 cash vs $287,242 option grant-date value in 2024 indicates equity‑heavy structure supporting long‑term alignment; formal director equity grant vesting schedules and sale‑event acceleration are transparent.
- Conflicts/related‑party risk: No related‑party transactions involving Dr. Hukkelhoven disclosed since Jan 1, 2023; Audit Committee screens related‑party items per policy.
- Policy guardrails: Hedging/derivatives prohibited; clawback/malus policy adopted (primarily targeted at executive incentive pay), enhancing accountability.
- Watch items: Multiple external roles (public and advisory) raise time‑commitment considerations; Centessa’s staggered board structure can reduce immediacy of accountability to shareholders. No committee chair role for Dr. Hukkelhoven suggests influence via committee membership rather than leadership.
RED FLAGS: None disclosed specific to Dr. Hukkelhoven (no related‑party transactions, pledging, option repricing, or attendance shortfalls reported). Continue monitoring external role overlaps for potential conflicts and 13D/13G filings of major holders for governance dynamics.