Alcide Barberis
About Alcide Barberis
Dr. Alcide Barberis (age 67) is an independent director of OSR Holdings, Inc. following the February 14, 2025 closing of the business combination; he holds a PhD in Molecular Biology and Biochemistry from the University of Zürich and has over 25 years of biotechnology leadership experience . He is currently CEO & Director of Mabylon AG (since 2017) and was previously CEO & President of Humabs BioMed (2013–2016); he co-founded ESBATech AG and Oncalis AG and has served on multiple biotech boards . He was elected to OSRH’s Board at the September 17, 2025 annual meeting with 13,318,914 votes for and 6,777 withheld .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humabs BioMed (now a subsidiary of VIR Biotechnology) | CEO & President | 2013–2016 | Led biotech operations; transition to VIR subsidiary |
| ESBATech AG (now a Novartis company) | Co‑Founder; Board Member | 1998–2004 | Early-stage antibody platform development; board oversight |
| Oncalis AG | Co‑Founder; Board Member | 2006–2012 | Entrepreneurial biotech startup governance |
| EffRx Pharmaceuticals | Board Member | 2016–2023 | Board oversight in specialty pharma |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mabylon AG | CEO & Director | 2017–Present | Executive leadership; antibody discovery |
| Ontrack Biomedical | Board Member | Since March 2023 | Board oversight in biomedical field |
| University of Svizzera Italiana (Startup Promotion Center) | Coordinator | 2016–2021 | Ecosystem development for startups |
Board Governance
- Independence: The Board identifies Dr. Barberis as “independent” under SEC and Nasdaq rules .
- Election outcome: Elected with 13,318,914 votes For and 6,777 Withheld at the September 17, 2025 annual meeting (quorum 61.73%) .
- Tenure: Director as of February 14, 2025 (closing of business combination) .
- Committee assignments and chair roles: Not disclosed in the 2025 DEF 14A .
- Attendance and engagement: Not disclosed in the 2025 DEF 14A; no meeting attendance rates provided .
- Lead Independent Director: Not assigned in proxy; note that nominee Phil Geon Lee (described as well qualified to serve as Lead Director) was not elected .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Non‑employee director cash compensation | $0 | “No officer or director has received any compensation for services rendered…during the year ended December 31, 2024.” |
| Office/support fees | N/A | Company paid $7,500/month to BCM for office/admin; not director compensation |
Performance Compensation
| Equity Awards to Directors (as of Aug 29, 2025) | Detail |
|---|---|
| RSUs/Options granted | None; “No stock‑based compensation awards were granted prior to the filing date.” |
| Shares remaining available under 2025 Omnibus Plan | 6,300,000 shares |
RSU/Option Sub‑Plans and Vesting Mechanics (Directors eligible):
| Metric/Trigger | RSU Acceleration | Option Acceleration |
|---|---|---|
| ≥ $300M definitive BD transaction | 30% of then‑unvested RSUs vest | 30% of then‑unvested options vest |
| ≥ $500M | 50% of then‑unvested RSUs vest | 50% of then‑unvested options vest |
| ≥ $750M | 75% of then‑unvested RSUs vest | 75% of then‑unvested options vest |
| ≥ $1B | 100% of then‑unvested RSUs vest | 100% of then‑unvested options vest |
| Default vesting schedule | 4‑year vesting; 1‑year cliff then monthly | 4‑year vesting; 1‑year cliff then monthly |
| Clawback/recoupment | Awards subject to mandatory repayment under company policy or applicable law | |
| Repricing | Prohibited without stockholder approval |
Notes:
- Directors are eligible participants under the Omnibus Plan and RSU/Option Sub‑Plans; as of the proxy date, no grants had been made .
- Treatment on change‑in‑control is at Committee discretion under the Plan; specific triggers for directors are not disclosed .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Dr. Barberis in the DEF 14A . |
| Interlocks with OSRH competitors/suppliers/customers | Not disclosed; no related interlocks identified in the proxy . |
Expertise & Qualifications
- Biotech entrepreneur and executive with deep R&D and business development background; co‑founder of ESBATech and Oncalis .
- CEO experience at Mabylon AG; prior CEO/President at Humabs BioMed (now VIR subsidiary) .
- Academic credentials: PhD in Molecular Biology and Biochemistry (University of Zürich) .
- Board service across multiple biotech entities; international network, Switzerland‑focused .
- Audit committee financial expert designation: Not disclosed in proxy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Ownership |
|---|---|---|
| Alcide Barberis | 0 | <1% (asterisk indicates less than one percent) |
Governance Assessment
- Positives: Independent status; strong investor support at election; equity plan includes clawback and prohibits repricing without shareholder approval—supportive of shareholder alignment .
- Cautions: No disclosed board committee assignments or attendance metrics; no 2024 director compensation detail beyond “$0”; no disclosed director stock ownership guidelines; and as of filing, Dr. Barberis held no OSRH shares—limited immediate “skin‑in‑the‑game” .
- Compensation signals: RSU/Option Sub‑Plans tie vesting accelerators to large BD transactions—potentially beneficial for directors if grants are made, but performance metrics are transaction‑value based rather than TSR/financial metrics; no grants yet .
- Related‑party/conflict review: Proxy does not disclose Item 404 related‑party transactions involving Dr. Barberis; environment noted that financial/personal interests may pose conflicts broadly, but no specific ties for Barberis identified .
- Shareholder sentiment: Say‑on‑pay for executives approved with 13,297,569 For vs. 27,228 Against (non‑binding), indicating generally supportive governance environment .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Executive Compensation (Say‑on‑Pay) | 13,297,569 | 27,228 | 894 |
RED FLAGS
- Zero reported share ownership for Dr. Barberis as of August 15, 2025—weak immediate alignment unless future grants or purchases occur .
- Lack of disclosure on committee memberships and attendance—limits visibility into board effectiveness and oversight roles .
- No director‑specific ownership guidelines disclosed—cannot assess compliance or alignment targets .
Additional Notes
- Election results for directors indicate Barberis, Mah, Jee, Cho, Hwang, Whang, and Fierz were elected; Park and Phil Geon Lee were not elected .
- Omnibus Plan share reserve totals 6,300,000; directors are eligible but awards had not been granted by proxy date .