Timothy Walbert
About Timothy P. Walbert
Timothy P. Walbert, age 58, has served as an independent director of Century Therapeutics (IPSC) since September 2022. He is a member of the Compensation Committee and brings extensive executive leadership experience in biotechnology; he holds a BA in business from Muhlenberg College and is currently a senior advisor to Amgen (since October 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics | Chairman, President & CEO | Jun 2008–Oct 2023; acquired by Amgen for $28B in Oct 2023 | Led growth and strategic sale to Amgen |
| IDM Pharma | President, CEO & Director | Pre-2009; acquired by Takeda in Jun 2009 | Led company through acquisition |
| NeoPharm | EVP, Commercial Operations | Prior to IDM Pharma | Senior commercial leadership |
| Abbott (now AbbVie) | Divisional VP & GM, Immunology; Divisional VP, Global Cardiovascular Strategy | 2001–2005 | Led global development/launch of HUMIRA |
| G.D. Searle & Co. | Director, CELEBREX North America; Arthritis Team Leader APAC/LatAm/Canada | 1998–2001 | Product leadership roles |
| G.D. Searle, Merck & Co., Wyeth | Sales and marketing roles | 1991–1998 | Progressive commercial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amgen | Senior Advisor | Oct 2023–present | Public biotech; advisory role |
| Mirum Pharmaceuticals, Inc. | Director | Current | Public biotech |
| Sagimet Biosciences Inc. | Director | Current | Public biotech |
| BioMarin, Inc. | Director | Current | Public biotech (listed under other public directorships) |
| National Organization for Rare Disorders (NORD) | Advisory Board Member | Current | Industry advocacy |
| Wall Street Journal CEO Council | Member | Current | Executive forum |
| cNBC CEO Council | Member | Current | Executive forum |
| Muhlenberg College | Board of Trustees | Current | Academic governance |
| Prior boards (public) | Aurinia (2020–2022); Exicure (2019–2022); Assertio (2014–2020); Raptor (2010–2014); XOMA (2011–2017); Sucampo (2016–2018) | Past | Broad biotech governance footprint |
Board Governance
- Independence: Classified as independent under SEC and Nasdaq rules .
- Committee memberships: Compensation Committee member; Compensation Committee chaired by Carlo Rizzuto, Ph.D.; other members include Cynthia Butitta and Joseph Jimenez; all are independent and non-employee directors .
- Attendance: In 2024, the Board met 7 times; Compensation Committee met 4 times; each director attended at least 75% of meetings of the Board and committees on which they served; all directors attended the 2024 annual meeting .
- Committee responsibilities: Compensation Committee oversees executive and director compensation, equity plans, clawback policy, and compensation philosophy .
- Compensation consultant: Radford (Aon Hewitt) advises the Compensation Committee; no other services provided to the Company (reduces consultant conflict risk) .
- Interlocks: No Compensation Committee interlocks or insider participation disclosed; none of the members served as company officers, and no reciprocal committee relationships with other companies’ executives were noted .
- Family relationships: None among directors and executive officers .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $45,000 | 2024 non-employee director compensation for Walbert |
| Non-Employee Director Cash Policy – Member Annual Retainer | $40,000 | Paid quarterly in arrears |
| Non-Employee Director Cash Policy – Chairperson Annual Retainer | $30,000 | Board chair retainer |
| Committee Chair Retainers | Audit: $15,000; Compensation: $10,000; NCGC: $8,000 | Annual amounts |
| Committee Member Retainers | Audit: $7,500; Compensation: $5,000; NCGC: $4,000 | Annual amounts |
Performance Compensation
| Equity Component | Grant | Vesting | Notes |
|---|---|---|---|
| Annual Equity Retainer | Option to purchase 44,000 shares | Vests in full on the earlier of first anniversary of grant or next annual meeting; continued service required | Granted under 2021 Equity Incentive Plan |
| Initial Equity Grant (upon joining Board) | Option to purchase 88,000 shares | Vests monthly over 36 months; continued service required | Granted under 2021 Equity Incentive Plan |
| 2024 Option Award (fair value) | $81,092 | Per FASB ASC 718; grant-date fair value | Company notes valuation assumptions in 2024 Annual Report Note 2 |
Equity grant timing practices: Directors typically receive equity following annual meetings; grants are not timed around material nonpublic disclosures; options were not granted in the blackout window around SEC filings; Compensation Committee affirms no MNPI timing influence in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Mirum Pharmaceuticals, Inc. | Director | Not disclosed | Industry overlap (biotech) |
| Sagimet Biosciences Inc. | Director | Not disclosed | Industry overlap (biotech) |
| BioMarin, Inc. | Director | Not disclosed | Industry overlap (biotech) |
| Amgen | Senior Advisor | N/A | Advisory role at large-cap biotech; monitor for related-party dealings; none disclosed in proxy |
Expertise & Qualifications
- Key skills: Global leadership roles, industry knowledge and experience; qualified due to extensive executive-level leadership in biotech .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Timothy P. Walbert | 78,224 | * (<1%) | April 15, 2025 | Per Security Ownership table; 86,158,758 shares outstanding |
| Options held (aggregate) | 127,744 | N/A | Dec 31, 2024 | Options to purchase common shares; unvested RSUs not disclosed for Walbert |
Recent Form 4 transactions:
| Transaction Date | Filing Date | Type | Security | Shares/Units | Strike/Price ($) | Post-Transaction Holdings | URL |
|---|---|---|---|---|---|---|---|
| 2025-06-12 | 2025-06-16 | Award (A) | Stock Option (right to buy) | 44,000 | 0.60 | 44,000 | https://www.sec.gov/Archives/edgar/data/1850119/000106299325011782/0001062993-25-011782-index.htm |
| 2024-06-20 | 2024-06-21 | Award (A) | Stock Option (right to buy) | 44,000 | 2.69 | 44,000 | https://www.sec.gov/Archives/edgar/data/1850119/000106299324012906/0001062993-24-012906-index.htm |
| 2023-06-27 | 2023-06-29 | Award (A) | Stock Option (right to buy) | 44,000 | 3.19 | 44,000 | https://www.sec.gov/Archives/edgar/data/1850119/000106299323014165/0001062993-23-014165-index.htm |
Insider trading policy: Directors are prohibited from hedging, short sales, margin accounts, and pledging company securities; company maintains a clawback policy compliant with Dodd-Frank Section 954 (up to 100% recoupment for misconduct/fraud; restatement lookback up to 3 years) .
Governance Assessment
- Strengths: Independent status; active participation (≥75% attendance); presence on Compensation Committee with independent members and external consultant (Radford) that does not provide other services; formal anti-hedging/pledging policy; structured equity grant practices avoiding MNPI timing; no family relationships .
- Alignment: Director equity is entirely options (annual 44,000) plus modest cash fees; Walbert’s 2024 pay mix is ~36% cash ($45k) and ~64% equity (fair value $81,092), supporting at-risk alignment; beneficial ownership shows a stake, though <1% of outstanding .
- Watch items: Multiple external public boards and Amgen advisory role increase time and potential informational interlock risk; monitor “Certain Relationships and Related Party Transactions” disclosures in future filings for any transactions tied to Amgen or other boards; Compensation Committee interlocks are currently clean .
- Red flags: None disclosed regarding pledging/hedging, related-party transactions, tax gross-ups, or option repricing in the proxy; company policies explicitly prohibit pledging/hedging and outline clawback enforcement .