Roberto Bellini
Inhibikase TherapeuticsAbout Roberto Bellini
Roberto Bellini, age 45, is an independent, non-employee director of Inhibikase Therapeutics (IKT) who joined the Board in October 2024; he chairs the Corporate Governance & Nominating Committee. He is Managing Partner at BSQUARED Capital (since 2023), served as President/CEO and director of BELLUS Health (2010–2023) where he led development of camlipixant through Phase 3 and oversaw the company’s 2023 sale to GSK; he holds a BS in Biochemistry from McGill University . All members of his committee are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BELLUS Health | President & CEO; Director | Jan 2010 – Jul 2023 | Led development of camlipixant (P2X3 antagonist) from preclinical to Phase 3; company acquired by GSK in 2023 |
| BIOTECanada | Director; Executive Committee; Former Vice Chair | Director since May 2016; Vice Chair May 2016–Jun 2019 and Jul 2021–Jul 2024 | Industry association leadership; governance experience |
External Roles
| Organization | Type | Role | Dates | Notes |
|---|---|---|---|---|
| BSQUARED Capital Inc. | Family office biotech fund | Managing Partner | Since 2023 | Shares in IKT held by BSQUARED are attributed to Bellini’s controlled entity; he disclaims beneficial ownership except to the extent of pecuniary interest |
| BIOTECanada | Industry association | Director; Executive Committee; Former Vice Chair | Since May 2016 | Sector network; governance exposure |
Board Governance
- Classification and term: Class I director; term expires at the 2027 annual meeting .
- Committee assignments: Chair, Corporate Governance & Nominating Committee; not listed on Audit or Compensation committees .
- Independence: Corporate Governance & Nominating Committee members are independent under Nasdaq rules .
- Attendance: Board met 16 times in 2024; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Committee activity: Corporate Governance & Nominating Committee held 4 meetings in 2024; Compensation Committee held 2; Audit Committee held 4 .
- Board leadership: CEO and Chair roles separated (CEO: Mark Iwicki; Chair: Amit Munshi), supporting independent oversight .
- Governance structures: Classified board and removal only for cause may delay/prevent changes in control (anti-takeover effect) .
Fixed Compensation
| Period | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 19,565 | Non-employee director cash fees |
| 2025 Cash Retainer Schedule | Annual Cash ($) | Eligibility |
|---|---|---|
| Board member | 60,000 | All non-employee directors |
| Non-executive Chairperson | +30,000 | Board Chair |
| Audit Chair | +24,000 | Audit Committee Chair |
| Audit Member (excl. Chair) | +12,000 | Audit Committee members |
| Compensation Chair | +18,000 | Compensation Committee Chair |
| Compensation Member (excl. Chair) | +9,000 | Compensation Committee members |
| Corporate Governance & Nominating Chair | +12,000 | CG&N Committee Chair |
| Corporate Governance & Nominating Member (excl. Chair) | +6,000 | CG&N Committee members |
Performance Compensation
| Grant/Year | Award Type | Shares/Units | Vesting | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| 2024 | Stock options | 60,000 | 50% on each of first two anniversaries of grant | 96,058 | Initial grant to new non-employee directors on Oct 21, 2024; Bellini’s aggregate options as of 12/31/2024 were 60,000 |
| Program policy | Annual director option | 30,000 | Full vesting on earlier of 1 year or day prior to next AGM | — | Annual grant policy; July 16, 2024 grants to each non-employee director (Bellini joined later) |
| 2024 event | Option repricing | — | — | Incremental fair value reflected in 2024 totals | Board repriced eligible director options on Oct 9, 2024 to $1.26; approved Jan 3, 2025; applies to directors serving on 10/9/2024 |
| Amended Plan cap | Non-employee director awards | — | — | Max $750,000 per calendar year | Plan share pool and individual director award cap disclosed |
- No performance-based metrics (e.g., TSR, revenue/EBITDA) tied to director compensation are disclosed; director equity awards vest time-based contingent on continued service .
Other Directorships & Interlocks
| Entity | Type | Role/Connection | Dates | Interlock/Conflict Notes |
|---|---|---|---|---|
| BSQUARED Capital Inc. | Investment entity | Managing Partner; BSQUARED holds IKT shares | Since 2023 | Bellini controls BSQUARED; he disclaims beneficial ownership except to pecuniary interest |
| BIOTECanada | Association | Director; Executive Committee; Former Vice Chair | Since May 2016 | No related-party transactions with IKT disclosed |
| BELLUS Health | Public biopharma (pre-2023) | President/CEO; Director | 2010–2023 | Acquired by GSK; background experience |
Expertise & Qualifications
- Biotech operating leadership: 13 years as CEO/director at BELLUS Health, leading a late-stage asset to acquisition .
- Industry governance: BIOTECanada director; executive committee; prior vice chair roles .
- Scientific foundation: BS in Biochemistry (McGill University) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Nov 11, 2024 | 1,460,000 | 2.2% |
| May 1, 2025 | 1,533,580 | * (<1%) |
| Ownership Breakdown (May 1, 2025) | Amount |
|---|---|
| Shares held of record by BSQUARED Capital Inc. (entity controlled by Bellini) | 1,460,000 |
| Options exercisable within 60 days | 73,580 |
- Note: Bellini expressly disclaims beneficial ownership of BSQUARED-held securities except to the extent of any pecuniary interest .
Related-Party Exposure
- Company policy: Audit Committee reviews related-party transactions; policy requires approval/ratification for transactions >$120,000 with directors, officers, 5% holders and affiliates .
- Disclosures: Since January 1, 2023, IKT reports no related-party transactions meeting the disclosure threshold involving directors or >5% holders (including Bellini/BSQUARED) .
- Financing interests: Proxy notes director participation in certain offerings; directors (including Bellini, Munshi, Kush) may have participated directly or indirectly, separate from related-party transaction thresholds .
Governance Assessment
-
Positives
- Independent director; chairs CG&N Committee, with committee independence and active meeting cadence (4 meetings in 2024), indicating engagement on board composition and governance practices .
- Strong sector operating background (late-stage development, M&A) can enhance board effectiveness on R&D prioritization and strategic transactions .
- Equity ownership via BSQUARED plus personal options supports alignment; 2024 compensation tilt to equity (options), consistent with small-cap biotech governance norms .
-
Watch items / RED FLAGS
- Board-level option repricing in October 2024 (to $1.26) is a governance red flag and may signal pay risk tolerance at the board level; while Bellini joined post-repricing, the practice merits continued scrutiny for investor confidence .
- Classified board and removal only for cause can entrench directors and delay changes in control; investors may discount governance quality under such structures .
- Concentrated external ownership (e.g., entities affiliated with Soleus ~35.8%) and director associations noted elsewhere in the proxy warrant monitoring for potential influence dynamics, even absent related-party transactions .
Director Compensation (2024 Actual)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) | Aggregate Options Outstanding (12/31/2024) |
|---|---|---|---|---|
| Roberto Bellini | 19,565 | 96,058 | 115,623 | 60,000 |
- Valuation notes: Option award values reflect ASC 718 grant-date fair value and incremental fair value from option repricing on Oct 9, 2024 (board-wide disclosure) .
Board Structure and Committees (Bellini-specific)
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Corporate Governance & Nominating | Chair | All members independent under Nasdaq | 4 |
| Compensation | Not a member | All members independent under Nasdaq | 2 |
| Audit | Not a member | All members independent under Nasdaq | 4 |
Attendance & Engagement
- Board met 16 times in 2024; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Directors are encouraged to attend the annual meeting; in 2024, the two continuing directors at that time were present .
Notes on Plan Limits and Equity Program
- Amended 2020 Plan: Initial share pool 31,417,517; annual evergreen increase starting Jan 1, 2026; max annual grant-date fair value to a non-employee director: $750,000 .
- Non-employee director equity policy: Initial 60,000 options (two-year, 50/50 vest schedule); annual 30,000 options (one-year vest or pre-AGM) .
Independence Status
- Non-employee director; committee independence affirmed in proxy .
Additional Ownership Context
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Entities affiliated with Soleus Capital | 37,963,764 | 35.8% |
| Sands Capital Life Sciences Pulse Fund II, L.P. | 26,493,120 | 31.2% |
| Fairmount Healthcare Fund II L.P. | 25,605,395 | 27.3% |
Oversight implications: High external ownership concentrations can influence governance dynamics; Audit Committee has explicit remit to review related-party transactions .
Summary
Bellini brings deep biotech operating and governance experience and chairs the CG&N Committee with documented independence and meeting cadence. Alignment appears reasonable via options and BSQUARED-held shares, with no related-party transactions disclosed; however, the board’s prior option repricing and classified structure are governance headwinds that investors should monitor for future compensation decisions and director refresh processes .