Alessandro Riva
About Alessandro Riva, M.D.
Independent director of Century Therapeutics (IPSC), age 64, serving since May 2021. He is currently Chief Executive Officer (since May 2023) and Chairman (since May 2022) of Transgene S.A., and a non‑executive independent director of BeiGene, Ltd. (since February 2022). Prior roles include CEO of Intima Bioscience (Sep 2021–Apr 2023) and Ichnos Sciences (Apr 2019–Aug 2021); previously Executive Vice President and Global Head of Oncology at Gilead Sciences (Jan 2017–Mar 2019) and at Novartis AG (Jan 2005–Dec 2016). Dr. Riva earned his B.M.B.S. and M.D. in Oncology/Hematology from Università degli Studi di Milano; his key skills are global leadership and deep industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG | EVP & Global Head, Oncology Development and Medical Affairs | Jan 2005 – Dec 2016 | — |
| Gilead Sciences, Inc. | EVP & Global Head, Oncology Therapeutics and Cell Therapy | Jan 2017 – Mar 2019 | — |
| Ichnos Sciences, Inc. | Chief Executive Officer | Apr 2019 – Aug 2021 | — |
| Intima Bioscience, Inc. | Chief Executive Officer | Sep 2021 – Apr 2023 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Transgene S.A. | Chairman of the Board | Since May 2022 | — |
| Transgene S.A. | Chief Executive Officer | Since May 2023 | — |
| BeiGene, Ltd. | Non-executive independent director | Since Feb 2022 | Other public directorship |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Riva is listed “Yes” for independence .
- Committee assignments: Member, Audit Committee; Chair is Daphne Quimi. Audit Committee mandate includes auditor oversight, internal controls, cybersecurity risk review, Code of Conduct oversight, and approval/review of related party transactions. All members are independent and financially literate; Cynthia Butitta is the audit committee financial expert .
- Attendance and engagement: In 2024 the Board met 7 times; Audit, Compensation, and Nominating & Corporate Governance Committees each met 4 times. Each director attended at least 75% of Board and committee meetings; all directors attended the June 20, 2024 annual stockholder meeting .
- Board structure highlights: 8 directors; 7 independent; independent Chair; annual self‑evaluation; independent directors meet without management .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $47,500 | 2024 director cash fees received by Dr. Riva |
| Annual director cash retainer | $40,000 | Paid quarterly in arrears |
| Audit Committee member retainer | $7,500 | Paid annually, quarterly in arrears |
| Committee chair retainers | Audit: $15,000; Compensation: $10,000; NCGC: $8,000 | Riva is not a chair |
Performance Compensation
| Equity Component | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Option awards (2024) | $81,092 (grant-date fair value) | Per grant terms | Valued under FASB ASC 718 |
| Initial director equity grant | Option to purchase 88,000 shares | Vests monthly over 36 months (time-based) | Granted at start of service under 2021 Plan |
| Annual director equity retainer | Option to purchase 44,000 shares | Vests in full on earlier of first anniversary or next annual meeting (time-based) | Under 2021 Plan |
| Performance metrics tied to director compensation | Not disclosed; director awards are time‑based vesting | — | Company describes time‑based vesting; no performance metrics stated |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflict Notes |
|---|---|---|---|
| BeiGene, Ltd. | Non‑executive independent director | Not disclosed | No interlocks with IPSC disclosed in proxy |
| Transgene S.A. | CEO; Chairman | Not disclosed | Related party transactions at IPSC are reviewed by Audit Committee per policy |
Expertise & Qualifications
- Key skills: Global leadership positions; deep industry knowledge and experience .
- Education: B.M.B.S. and M.D. in Oncology/Hematology, Università degli Studi di Milano .
- Board qualifications: Extensive management experience at biotechnology companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Alessandro Riva, M.D. | 183,227 | * (<1%) | Based on 86,158,758 shares outstanding as of Apr 15, 2025 |
| Options held (as of Dec 31, 2024) | 227,227 options | — | Aggregate options outstanding; not necessarily exercisable within 60 days |
| Pledging/Hedging | Prohibited for directors under Insider Trading Policy | — | No short sales; no margin accounts; no hedging/pledging |
| Section 16 compliance (2024) | Timely for directors; one late Form 4 for Gregory Russotti (not Riva) | — | Company assists with filings |
Governance Assessment
- Board effectiveness and independence: Riva is an independent director with strong oncology leadership credentials; he contributes on the Audit Committee, which oversees financial reporting, internal controls, cybersecurity risks, and related‑party transaction approvals . Attendance thresholds were met, and he attended the 2024 annual meeting—supportive of engagement .
- Alignment and incentives: Director pay is modest in cash and primarily equity via options, with time‑based vesting and no disclosed performance metrics—typical for directors and supportive of alignment without pay‑for‑performance features for the board .
- Conflict controls and safeguards: IPSC’s Audit Committee reviews and approves material related‑party transactions per written policy; hedging and pledging are prohibited for directors; a clawback policy applies to Section 16 officers, enhancing accountability .
- External roles signal: Riva’s concurrent roles (CEO/Chair at Transgene; director at BeiGene) broaden industry insight and networks; IPSC’s independence reviews and Audit Committee oversight are the mechanisms to monitor any potential conflicts or time‑commitment issues .
- Ownership: Beneficial ownership is under 1% with substantial option holdings—providing some equity exposure but limited voting stake. No pledging/hedging allowed under policy, which mitigates alignment concerns .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Alessandro Riva, M.D. | 47,500 | 81,092 | 128,592 |
Board Attendance and Meetings (2024)
- Board: 7 meetings; Audit: 4; Compensation: 4; Nominating & Corporate Governance: 4. Each director attended at least 75% of meetings of the Board and committees; all directors attended the June 20, 2024 annual meeting .
Committee Memberships
| Committee | Role | Chair | Independence/Expertise |
|---|---|---|---|
| Audit Committee | Member (Riva) | Chair: Daphne Quimi | All members independent and financially literate; Butitta is audit committee financial expert |
Non‑Employee Director Compensation Policy (Structure)
| Cash/Equity Element | Amount/Terms |
|---|---|
| Annual cash retainer (member) | $40,000 |
| Committee member retainers | Audit $7,500; Compensation $5,000; NCGC $4,000 |
| Committee chair retainers | Audit $15,000; Compensation $10,000; NCGC $8,000 |
| Initial equity grant | Option to purchase 88,000 shares; vests monthly over 36 months |
| Annual equity retainer | Option to purchase 44,000 shares; vests fully on earlier of one year or next annual meeting |
Security Ownership Reference
| Shares Outstanding (as of Apr 15, 2025) | 86,158,758 | |—|—|
Policies
- Insider Trading Policy: Prohibits options trading, short sales, margin accounts, hedging, and pledging by directors/officers .
- Clawback Policy: Applies to Section 16 officers; recoupment up to three fiscal years for restatements; up to 100% for willful misconduct/fraud .
- Related Party Transaction Policy: Audit Committee review/approval for transactions >$120,000 involving related persons; transactions reviewed for best interests of the Company/stockholders .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (Riva) | 183,227 shares; less than 1% |
| Options outstanding (Riva) | 227,227 options (as of 12/31/2024) |
| Pledging/Hedging | Prohibited by policy |
Governance Assessment
- Strengths: Independence; active Audit Committee role; attendance; strong conflict‑mitigation policies (related party review; hedging/pledging ban; clawback) .
- Alignment: Equity‑heavy director pay via options provides some ownership linkage; beneficial ownership <1% reflects typical director stakes; no performance metric disclosure for director equity (time‑based vesting) .
- Monitoring: External leadership roles increase potential for industry overlaps/time demands; IPSC’s annual independence review and Audit Committee oversight are key controls .