Carolyn Bertozzi
About Carolyn R. Bertozzi
Carolyn R. Bertozzi, Ph.D. (age 58) has served on OmniAb’s board since 2022 and is currently an independent director and Chair of the Science & Technology Committee . She is the Anne T. and Robert M. Bass Professor of Chemistry at Stanford and Baker Family Director of Sarafan ChEM-H, with additional professorships in Chemical and Systems Biology and Radiology (at Stanford since 2015) . She is a Howard Hughes Medical Institute Investigator (since 2000) and a former Director of the Molecular Foundry at Lawrence Berkeley National Laboratory . Dr. Bertozzi earned an A.B. in Chemistry from Harvard and a Ph.D. in Chemistry from UC Berkeley, and was awarded the 2022 Nobel Prize in Chemistry and 2022 Wolf Prize in Chemistry for pioneering click and bioorthogonal chemistry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, Berkeley | Professor of Chemistry and Molecular & Cell Biology | 1996–2015 | Academic leadership in chemistry/biology |
| Lawrence Berkeley National Laboratory (Molecular Foundry) | Director (former) | Not disclosed | Led a nanoscience research center |
| Eli Lilly and Company | Director | Feb 2017–Aug 2021 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stanford University | Bass Professor of Chemistry; Professor of Chemical & Systems Biology and Radiology; Baker Family Director of Sarafan ChEM-H | Since 2015 | Leading translational science initiatives |
| Howard Hughes Medical Institute | Investigator | Since 2000 | Independent biomedical research leadership |
| Alnylam Pharmaceuticals, Inc. (public) | Director | Current | External public board service |
| Xaira Therapeutics (private) | Director | Current | Private biotech board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Dr. Bertozzi is independent under Nasdaq rules . |
| Committee Assignments | Nominating & Corporate Governance (member); Human Capital Management & Compensation (member); Science & Technology (Chair) . |
| Committee Independence | 100% committee independence across the board . |
| Board Leadership | Separate Chair and CEO; Chair (John Higgins) is not independent; CEO is separate role . |
| Risk Oversight | S&T Committee monitors R&D strategy/risks; HCMCC reviews comp-related risk; Audit oversees financial/cyber risk; NCG handles governance risk . |
| Meetings & Attendance (2024) | Board: 2 in-person, 3 virtual; Audit: 1 in-person, 3 virtual; HCMCC: 4 virtual; NCG: 2 virtual; S&T: 3 virtual; all incumbents ≥75% attendance . |
| Key Policies | Prohibits pledging/hedging; insider trading policy filed; directors barred from derivatives/short sales . Clawback policy compliant with SEC/Nasdaq (covers accounting restatements and TSR/price-based awards) . |
| Ownership Guidelines | Directors must own ≥3x annual retainer within five years; 2022 appointees (incl. Dr. Bertozzi) have until Nov 2027; company reports compliance or within timeline . |
| Comp Committee Interlocks | HCMCC members in 2024: Sarah Boyce (former), Carolyn Bertozzi, Steve Love; no interlocks/insider participation disclosed . |
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee) | $50,000 | Cash or vested stock election permitted . |
| Committee Chair Retainers | Audit $20,000; HCMCC $15,000; S&T $15,000; NCG $10,000 | Annual, in addition to member retainers . |
| Committee Member Retainers | Audit $10,000; HCMCC $7,500; S&T $7,500; NCG $5,000 | Annual . |
| Chair of the Board | +$30,000 | Applies to Board Chair (not Dr. Bertozzi) . |
| Meeting Fees | None | No per-meeting fees . |
| Director (2024) | Fees Paid in Cash ($) | Option Awards FV ($) | RSU Awards FV ($) | Total ($) |
|---|---|---|---|---|
| Carolyn R. Bertozzi, Ph.D. | 77,317 | 93,588 | 83,800 | 254,705 |
Performance Compensation
| Equity Program (Directors) | Grant Size | Vesting | Terms |
|---|---|---|---|
| Initial Grant (onboard) | 40,000 RSUs; 80,000 options | RSUs: 3 equal annual installments; Options: 3 equal annual installments | Options priced at FMV on grant; full vest on change-in-control . |
| Annual Grant (each AGM) | 20,000 RSUs; 40,000 options | RSUs: vests in full by next AGM or 1-year anniversary; Options: 1-year vest | Options priced at FMV on grant; full vest on change-in-control . |
| Dr. Bertozzi – Equity Positioning | Quantity | Status/Notes |
|---|---|---|
| RSUs outstanding (12/31/2024) | 37,769 | Per director comp table . |
| Options outstanding (12/31/2024) | 280,000 | Per director comp table . |
| Options exercisable within 60 days of 4/23/2025 | 213,334 | Included in beneficial ownership footnote . |
| RSUs vesting within 60 days of 4/23/2025 | 20,000 | Included in beneficial ownership footnote . |
Other Directorships & Interlocks
| Company | Role | Public/Private | Overlap/Interlocks at OmniAb |
|---|---|---|---|
| Alnylam Pharmaceuticals, Inc. | Director | Public | No OmniAb-related transactions disclosed for Dr. Bertozzi . |
| Xaira Therapeutics | Director | Private | No OmniAb-related transactions disclosed for Dr. Bertozzi . |
| Eli Lilly and Company (prior) | Director (2017–2021) | Public | Historical service; no related-party ties disclosed at OmniAb . |
Expertise & Qualifications
- Deep domain expertise in chemistry/biology; 2022 Nobel Prize and Wolf Prize in Chemistry recognizing click and bioorthogonal chemistry .
- Academic leadership at Stanford; translational research leadership at Sarafan ChEM-H; HHMI Investigator since 2000 .
- Public company board experience (Alnylam; prior Eli Lilly) and biotech company formation experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Carolyn R. Bertozzi, Ph.D. | 288,873 | <1% | 55,539 common shares; 213,334 options exercisable within 60 days; 20,000 RSUs vesting within 60 days (as of Apr 23, 2025) . |
| Shares Outstanding (context) | 122,335,336 | — | As of Apr 23, 2025, includes 16,292,542 earnout shares subject to vesting conditions . |
| Pledging/Hedging | Prohibited | — | Insider Trading Policy bars pledging, hedging, derivatives, and short sales by directors . |
| Ownership Guidelines | ≥3x annual retainer within 5 years | — | 2022 appointees (incl. Dr. Bertozzi) have until Nov 2027; company notes compliance or within window . |
Governance Assessment
-
Positives
- Independent director with strong scientific credentials; serves as Chair of the Science & Technology Committee and member of HCMCC and NCG—positions that directly affect R&D strategy, human capital/compensation oversight, and governance .
- Board reports 100% committee independence; all incumbents ≥75% attendance; robust separation of Chair/CEO roles; clawback policy compliant with SEC/Nasdaq; anti-hedging/pledging policy; director ownership guidelines promote alignment .
- HCMCC retains an independent compensation consultant (Alpine); no compensation committee interlocks or insider participation disclosed .
-
Watch items
- Board Chair is not independent, though committees remain fully independent; reinforces the importance of strong committee leadership, which includes Dr. Bertozzi’s S&T chair role .
- No related-party transactions involving Dr. Bertozzi disclosed; related-party item disclosed pertains to another director (Photinia/Dr. Cochran), monitored under related-person transaction policy .
-
Director Compensation Mix & Alignment
- 2024 compensation combines cash retainer with equity (options and RSUs). Equity allocation and ownership guidelines (≥3x retainer within five years) support long-term alignment; Dr. Bertozzi’s beneficial ownership and outstanding awards provide additional exposure to shareholder outcomes .