Raphael Deferiere
About Raphael Deferiere
Raphael Deferiere, 46, was appointed Chief Accounting Officer (principal accounting officer) of Centessa Pharmaceuticals plc effective May 27, 2025. He is a licensed CPA and previously served as an Assurance Partner at Ernst & Young LLP (Boston) from July 2017 to May 2025, with prior senior roles at EY in Philadelphia, Pittsburgh, and Brussels; he holds a bachelor’s degree in business administration from Université Libre de Bruxelles, Belgium . Centessa remains a clinical-stage, largely pre-revenue company; for the nine months ended September 30, 2025, it reported $15.0M in license and other revenue and a net loss of $131.4M, providing context for performance-linked pay design and retention incentives in finance leadership roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP (Boston) | Assurance Partner | Jul 2017–May 2025 | Led audit/assurance engagements; big-4 public company audit expertise relevant to PCAOB/Nasdaq-listed issuer needs |
| Ernst & Young (Philadelphia, Pittsburgh, Brussels) | Increasingly senior roles | Not disclosed | Cross-border finance, audit, and advisory experience across U.S. and EU markets |
External Roles
No public company board or other external directorships were disclosed in the appointment filing reviewed .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | $400,000 | As CAO effective May 27, 2025 |
| Target Annual Bonus | 35% of base salary | Pro-rated for 2025; actual payout may be above/below target based on performance |
Performance Compensation
Annual Cash Bonus Framework (Company Program Context)
| Metric Category | Description | Weighting | 2024 Company Payout Factor |
|---|---|---|---|
| R&D and Clinical Advancement | Non-clinical and clinical advancement of program goals | Not disclosed | 135% of target for NEOs in 2024 based on corporate goals |
| Talent/Org/ Governance | Establishment of high performance teams; corporate governance framework | Not disclosed | 135% of target |
| Financial Execution | Achievement of financial budget goals | Not disclosed | 135% of target |
Notes:
- Deferiere’s individual 2025 bonus metrics/outcome not disclosed; his target is 35% of salary, pro-rated for 2025 . Company program themes above guide CAO incentive alignment .
Equity Awards
| Award Type | Grant Size | Pricing | Vesting | Performance Conditions |
|---|---|---|---|---|
| Stock Options (Amended & Restated 2021 Plan) | Option to purchase up to 165,000 ADSs | Exercise price = closing ADS price on grant date | 25% on first anniversary of vesting commencement date; remaining 75% in 36 equal monthly installments thereafter, subject to continued service | Time-based; no performance conditions disclosed for this grant |
Plan reference:
- Under the Plan, awards to new joiners typically vest over 4 years; options have an exercise period not to exceed 10 years and are granted at or above fair market value on grant date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership at Appointment | Form 3 filed June 3, 2025 reported “No securities are beneficially owned.” Title: Chief Accounting Officer (principal accounting officer) |
| Options/RSUs Outstanding | Appointment 8-K provides an option award up to 165,000 ADSs subject to Plan terms and vesting; grant date/exercise price per closing price on grant date |
| Vested vs. Unvested | As of appointment/Form 3, none beneficially owned; time-based vesting begins at 1-year anniversary per grant terms |
| Hedging/Derivatives Policy | Insider trading policy expressly prohibits derivative transactions and purchases of derivative securities that provide the economic equivalent of ownership |
| Pledging | The policy section addresses trading, pledging and hedging risks; it expressly prohibits derivative transactions; the text highlights risks of pledging but does not explicitly disclose a categorical pledging ban in the excerpt |
| Ownership Guidelines | Share ownership guidelines disclosed for Executive Directors (200% of salary within five years); no officer-specific ownership guideline disclosed |
| Lock-Up (Capital Raise) | Named as a lock-up party in the November 13, 2025 public offering; lock-up restrictions apply per Exhibit A (includes Change of Control exception and permitted transfers with conditions) |
Employment Terms
| Term | Detail |
|---|---|
| Appointment Effective Date | May 27, 2025 (CAO and principal accounting officer) |
| Role | Chief Accounting Officer; principal accounting officer designation transferred from CFO |
| Related Party / Family Relationships | None disclosed; no related party transactions requiring Item 404(a) disclosure; no family relationships |
| Severance / Change-in-Control | Company discloses an Executive Severance Plan and NEO-specific employment agreements in proxy, but no severance or CIC terms for CAO Deferiere were disclosed in the appointment 8-K reviewed |
| Clawback (Malus/Clawback) | Cash bonuses: malus/clawback for 1 year post-payment (or later of next year’s results). Share awards: malus/clawback up to 1 year post-vesting, extendable 2 years if an investigation is ongoing |
| Equity Plan Terms | Amended & Restated 2021 Plan; new-joiner vesting typically 25% at 1-year, then monthly over 36 months; option exercise period ≤10 years |
Risk Indicators & Red Flags
- Lock-Up and Selling Pressure: Listed as a lock-up party in the Nov 2025 offering; lock-up can reduce near-term insider selling pressure, with specified exceptions (e.g., Change of Control) .
- Section 16 Reporting: Form 3 filed; no beneficial ownership at filing; no Form 4 transactions surfaced in documents reviewed, reducing near-term selling signal noise .
- Policy Protections: Derivative transactions/hedging prohibited; policy highlights pledging risks, supporting alignment and compliance posture .
- Related Parties/Conflicts: Appointment 8-K discloses no related party transactions and no family relationships, reducing near-term governance risk signals .
Investment Implications
- Alignment and Retention: Equity is entirely time-based with a four-year vesting curve; combined with November 2025 lock-up participation, near-term selling pressure is constrained and retention incentives are front-loaded starting at the one-year cliff .
- Pay-for-Performance Context: CAO bonus target is modest (35%) and sits within a corporate program that ties payouts to R&D advancement, organizational execution, and budget discipline; company-wide payout for 2024 was 135% of target for NEOs, indicating the committee’s willingness to pay for execution against objectives .
- Skin-in-the-Game: As of his Form 3, Deferiere reported no beneficial ownership; the awarded options create future alignment as vesting begins, but current direct ownership is limited pending vesting and any exercises .
- Governance Safeguards: Company clawback provisions on cash and equity and prohibitions on derivative transactions reduce unintended risk-taking and hedging misalignment; CIC/Severance terms for Deferiere were not disclosed, limiting visibility into downside protection and acceleration mechanics for this role .
Sources: Appointment 8-K (May 29, 2025) for role, age, compensation terms, background and independence disclosures ; Form 3 (June 3, 2025) for beneficial ownership and officer designation ; Nov 13, 2025 offering 8-K lock-up schedules and Exhibit A for lock-up constraints ; DEF 14A (May 6, 2025) for bonus program metrics/payout, clawback, ownership/hedging policies, and Plan terms ; Q3 2025 Form 10-Q for financial context .