Angus Russell
About Angus C. Russell
Angus C. Russell (age 69) has served as an independent Class I director of Structure Therapeutics Inc. (GPCR) since August 2024. He is a Chartered Accountant with senior leadership experience as CEO and CFO of Shire plc and corporate finance roles at AstraZeneca, bringing deep biopharma operating and financial expertise to GPCR’s board. His term runs through the Company’s 2027 Annual General Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shire plc | Chief Executive Officer | Jun 2008–Apr 2013 | Led biopharma operations; board member 1999–2013 |
| Shire plc | Chief Financial Officer | 1999–2008 | Financial stewardship through growth phase |
| AstraZeneca plc | Vice President, Corporate Finance | Prior to Shire | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lineage Cell Therapeutics, Inc. (LCTX) | Director | Since Dec 2014 | Public company board experience in therapeutics |
| Revance Therapeutics, Inc. | Chairman & Director | Mar 2014–Feb 2025 (acquired) | Chaired board through strategic transition |
| Questcor Pharmaceuticals, Inc. | Director | 2013–2014 (acquired) | Board service through sale to Mallinckrodt |
| InterMune, Inc. | Director | 2011–2014 (acquired) | Board service through sale to Roche |
| Mallinckrodt plc | Director | 2014–2022 | Long-tenured board service |
| TherapeuticsMD, Inc. | Director | 2015–2022 | Board service in women’s health |
Board Governance
- Independence: The Board affirmatively determined Russell is independent under Nasdaq standards; he also meets Audit Committee independence requirements .
- Committee assignments (2024): Member, Audit Committee; appointed August 2024. Audit Chair is Sharon Tetlow .
- Audit Committee report signatories: Tetlow (Chair), Dobmeier, and Russell—recommended inclusion of audited FY2024 financials in the 10-K .
- Attendance: In 2024, the Board held seven meetings; no director attended fewer than 75% of combined Board and committee meetings. Five directors attended the 2024 Annual General Meeting. Executive sessions of independent directors are held regularly, typically at each regular Board meeting .
- Board leadership: Independent, non-executive Chair (Daniel Welch), with separation of Chair and CEO roles to reinforce oversight and independence .
| Committee | Member? | Chair? | Notes |
|---|---|---|---|
| Audit | Yes | No (Chair: Tetlow) | Appointed Aug 2024 |
| Compensation | No | — | Independence of Compensation Committee reaffirmed |
| Nominating & Corporate Governance | No | — | Board conducts annual evaluations |
| Research & Development | No | — | Formed Mar 2024 |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash fees (retainers, committee fees, chair fees) | $18,333 | Pro-rated from Aug 26, 2024 appointment |
| Option awards (grant-date fair value, ASC 718) | $832,571 | Initial option grant upon appointment |
| Total director compensation | $850,904 | Sum of cash and option awards |
| Initial director option grant | 75,000 ordinary shares | Vests in 36 equal monthly installments from grant; 10-year term; full vest on change in control |
Non-employee director policy (2024): Annual cash retainer $45,000; committee member retainers—Audit $10,000, Compensation $7,500, R&D $7,500, Nominating $5,000; committee chair retainers—Audit $20,000, Compensation $15,000, R&D $15,000, Nominating $10,000; annual director option grant of 37,500 ordinary shares; initial director option grant of 75,000 ordinary shares at appointment . Policy was updated in Jan 2025 to value-based grants ($800,000 initial, $400,000 annual), capped by % of outstanding shares and using a 30-trading-day average price methodology for sizing .
Performance Compensation
| Performance Metric | Target | Payout Determination | Status |
|---|---|---|---|
| None disclosed for directors | — | — | GPCR’s non-employee director compensation is retainer + equity options; no performance-linked director metrics disclosed |
Other Directorships & Interlocks
| Company | Type | Relationship/Note |
|---|---|---|
| Lineage Cell Therapeutics (LCTX) | Public | Current director |
| Revance Therapeutics | Public (acquired Feb 2025) | Former Chairman & Director |
| Questcor Pharmaceuticals | Public (acquired) | Former Director |
| InterMune | Public (acquired) | Former Director |
| Mallinckrodt plc | Public | Former Director |
| TherapeuticsMD | Public | Former Director |
No related-party transactions disclosed involving Russell. The only disclosed related-party transactions involved a prior independent director (Dr. Farid) and Schrödinger; amounts paid were $3.2M (2024) and $0.3M (2023) under collaboration agreements, assessed not to impair independence .
Expertise & Qualifications
- Chartered Accountant; honorary Doctor of Business Administration (Coventry University, U.K.) .
- CEO/CFO leadership across big-cap and specialty pharma; corporate finance expertise; extensive public board experience .
- Audit Committee suitability: Board determined Russell meets Nasdaq and SEC independence requirements for audit members .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (ordinary shares) | 18,750 | Ordinary shares underlying options exercisable within 60 days of Apr 17, 2025 |
| Equivalent ADSs | 6,250 | 1 ADS = 3 ordinary shares |
| % of shares outstanding | * | Table indicates “*” (less than 1%); 172,610,249 ordinary shares outstanding as of Apr 17, 2025 |
| Options outstanding (12/31/2024) | 75,000 ordinary shares | Non-employee director option grants; 10-year term; full vest on change in control |
| Vested vs. unvested | 18,750 vested within 60 days; balance unvested | Based on exercisable within 60 days and total outstanding |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, trading in options, and pledging; margin accounts prohibited |
Governance Assessment
- Strengths:
- Independence affirmed; member of Audit Committee with appropriate independence standards satisfied .
- Strong financial and biopharma operating credentials (Shire CEO/CFO), enhancing audit and strategic oversight .
- High engagement norms: Board/committees conduct annual self-assessments; no director below 75% attendance; regular executive sessions of independent directors .
- Director pay includes meaningful equity (options), aligning with shareholder value creation; value-based sizing introduced in 2025 enhances calibration to company scale .
- Robust policies: clawback policy, insider trading and hedging/pledging prohibitions support alignment and risk control .
- Watch items:
- Multi-board commitments: one current public company board (Lineage) plus extensive prior boards; continued monitoring of time commitments advisable, though no attendance concerns disclosed .
- Equity mix in director pay is option-heavy; while aligned with upside, lack of performance-conditioned director equity is standard but offers limited direct linkage to governance outcomes .
No conflicts or related-party exposures identified for Russell; audit and independence determinations explicitly affirmed by the Board .
References