Habib Dable
About Habib J. Dable
Habib J. Dable is an independent Class II director of PepGen Inc. (PEPG), serving since September 2022; his current term runs through the 2027 annual meeting. He is 55 years old and brings 25+ years of biopharma leadership, including CEO of Acceleron Pharma (2016–2021) and 22 years at Bayer AG in senior commercial roles. He holds bachelor’s and master’s degrees in business administration from the University of New Brunswick and completed an executive program at Stanford GSB. He currently serves as a part-time Venture Partner at RA Ventures (the venture arm of RA Capital Management).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acceleron Pharma Inc. | President & CEO; Director | 2016–2021 | Led company until sale to Merck & Co. in 2021 |
| Bayer AG | President, U.S. Pharmaceuticals; EVP, Global Head Specialty Medicine (among other roles over 22 years) | 22 years | Senior commercial leadership across multiple divisions |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Aerovate Therapeutics, Inc. (Nasdaq: AVTE) | Chair of the Board | Current | Governance leadership on a public biotech board |
| Blueprint Medicines Corp. (Nasdaq: BPMC) | Director | Current | Public biotech director role |
| Day One Biopharmaceuticals (Nasdaq: DAWN) | Director | Current | Public biotech director role |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Dable is independent under Nasdaq and SEC rules.
- Committee assignments:
- Audit Committee: Member (appointed following a board vacancy effective September 30, 2024). Committee chaired by Heidi Henson; committee met 4 times in 2024.
- Nominating & Corporate Governance (NCG) Committee: Member; committee chaired by Joshua Resnick; met 2 times in 2024.
- Attendance and engagement: The full board met 10 times in 2024; each director attended at least 75% of applicable board and committee meetings and all directors attended the 2024 annual meeting.
- Board structure: Staggered board (three classes); Dable is a Class II director with term expiring at the 2027 annual meeting.
Fixed Compensation (Non-Employee Director)
| Item | Amount |
|---|---|
| 2024 Fees Earned or Paid in Cash (actual) | $43,375 |
| Policy: Annual Board Retainer | $40,000 cash |
| Policy: Committee Member Retainers | Audit member: $7,500; NCG member: $4,000 (chair premiums higher) |
| Policy: Non-Executive Chair Retainer (if applicable) | $30,000 (not applicable to Dable) |
Notes: Dable’s 2024 cash fees reflect pro-rating/timing of committee changes (he joined Audit Committee post-9/30/24) alongside board retainer; policy rates shown for context.
Performance Compensation (Equity)
| Item | Detail |
|---|---|
| 2024 Option Awards (grant-date fair value) | $155,386 |
| Options Outstanding at 12/31/2024 | 44,686 options to purchase PEPG shares |
| Policy: Annual Option Award | 13,000 options; vest in full by earlier of 1-year anniversary or next annual meeting; 10-year term; FMV exercise price on grant date |
| Policy: Initial Option Award (on joining board) | 2x Annual Award; 33% vest at year 1; remainder monthly over next 2 years; 10-year term; FMV exercise price |
| Change-of-Control (Sale Event) | All outstanding director options vest and become exercisable upon a Sale Event |
Other Directorships & Interlocks
- Current public company directorships: Aerovate Therapeutics (Chair), Blueprint Medicines (Director), Day One Biopharmaceuticals (Director).
- Compensation committee interlocks: None disclosed; no executive officer of PEPG served on another company’s comp committee with a PEPG director/officer in 2024.
- Large shareholder connectivity: Dable serves as a part-time Venture Partner at RA Ventures (RA Capital’s venture arm); RA Capital entities own ~32.7% of PEPG (board considered such associations in independence determinations).
Expertise & Qualifications
- Former public company CEO (Acceleron) with successful M&A exit; extensive large-cap pharma P&L and specialty medicine experience at Bayer.
- Governance experience as public board chair (AVTE) and director (BPMC, DAWN).
- Business education and executive training (UNB BBA/MBA; Stanford GSB executive program).
- Committee experience on Audit and NCG at PEPG supports oversight of financial reporting, risk, and board evaluation/succession.
Equity Ownership
| Measure (as of 3/31/2025 unless noted) | Amount |
|---|---|
| Beneficial Ownership (SEC definition) | 23,651 shares (via options exercisable within 60 days); <1% of outstanding shares |
| Options Outstanding (12/31/2024) | 44,686 options |
| Hedging/Pledging Policy | Company policy prohibits hedging and pledging of company stock by directors/officers/employees |
Governance Assessment
- Positives / signals of strength
- Independent director with CEO- and big pharma–level operating experience; adds commercial and M&A credibility to a clinical-stage biotech board.
- Active on two key committees (Audit; NCG) with documented committee activity in 2024; Audit met 4x; NCG met 2x.
- Attendance: Met the ≥75% participation threshold; all directors attended the 2024 annual meeting.
- Pay structure aligns with shareholders via option-heavy mix; director equity accelerates only upon a Sale Event.
- Robust governance infrastructure (independence determinations; clawback policy adopted Oct 2, 2023).
- Watch items / potential conflicts
- Time commitments: Multiple outside public boards (AVTE, BPMC, DAWN) require monitoring of attendance/engagement; 2024 attendance threshold met.
- Investor interlocks: Part-time Venture Partner at RA Ventures while RA Capital is a ~32.7% shareholder of PEPG; board considered associations with >5% holders in independence determinations.
- Structural entrenchment risk: PEPG uses a staggered board, which can delay shareholder-driven change; Dable’s Class II term runs to 2027.
- Compensation design observations
- 2024 policy changes lifted the board cash retainer (to $40k) and increased the annual equity award size (to 13,000 options), modestly shifting the cash/equity mix but keeping equity central.
Director Compensation (Detail)
| Category | 2024 Amount |
|---|---|
| Cash Fees | $43,375 |
| Option Awards (grant-date fair value) | $155,386 |
| Total | $198,761 |
Board & Committee Structure (Context)
- Audit Committee: Henson (Chair), Dable, Keating; all independent; Henson designated “audit committee financial expert”; met 4 times in 2024.
- Compensation Committee: Mayer (Chair from July 1, 2024), Keating, Henson; all independent; met 6 times in 2024.
- NCG Committee: Resnick (Chair), Dable, Keating; all independent; met 2 times in 2024.