Iain Ross
About Iain Ross
Iain Ross, age 71, serves as Non-Executive Chairman of Silence Therapeutics plc. He became Non-Executive Chairman in September 2020 after serving as Executive Chairman from December 2019 to September 2020; he previously chaired the board from 2004 to 2010 and again as Non-Executive Chairman from April to December 2019. He is an independent director under Nasdaq standards and is a qualified Chartered Director and Fellow of Royal Holloway, London University, with 40+ years in life sciences, extensive IPO and M&A experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandoz | Senior roles (not specified) | Not disclosed | Financing and cross-border management experience |
| Hoffmann-La Roche | Senior roles (not specified) | Not disclosed | Financing and cross-border management experience |
| Reed Business Publishing | Senior roles (not specified) | Not disclosed | Financing and cross-border management experience |
| Celltech Group plc | Senior roles (not specified) | Not disclosed | Financing and cross-border management experience |
Mr. Ross has led/participated in eight IPOs and has direct M&A experience in Europe, USA, and Pacific Rim .
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Oxford Biodynamics plc (LSE) | Executive Chairman | Current | Disclosed in 2025 proxy biography |
| ReNeuron Group plc | Non-Executive Chairman | Current | Also noted in 2024 20-F |
Board Governance
- Independence: Board affirmed Ross is independent; he is the independent Chair of the Board .
- Leadership: As Chair, he sets agendas, calls/presides over board meetings, and leads independent director sessions .
- Attendance: In 2024, the board met 11 times; each director attended at least 75% of board/committee meetings; independent directors held 11 executive sessions .
- Committees: Ross chairs the Nominations Committee; not listed as a member of Audit & Risk or Remuneration in 2024 .
| Committee | Membership | Chair Role | Source |
|---|---|---|---|
| Nominations | Member | Chair | |
| Audit & Risk | Not a member | — | |
| Remuneration | Not a member | — | |
| Science & Technology | Not listed | — |
Fixed Compensation
- Non-executive fees are set by the Board with peer comparisons; benefits limited to life insurance and travel reimbursement .
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | Not presented in USD table | $117,000 |
| Option Awards ($) | Not presented in USD table | $365,134 (ASC 718 grant-date fair value; options granted 04/01/2024) |
| All Other Compensation ($) | — | — |
| Total ($) | — | $482,134 |
| Metric (GBP, Directors’ UK Remuneration) | 2023 | 2024 |
|---|---|---|
| Base Salary (£000s) | £94 | £92 |
| Benefits (£000s) | £0 | £0 |
| Bonus (£000s) | £50 | £0 (non-executives not eligible for annual bonuses) |
| Pension (£000s) | £0 | £0 |
| EIP / Option Value (policy commentary) | £— (value basis described; options equal exercise price at grant) | £— |
| Total Remuneration (£000s) | £144 | £92 |
Policy notes: Non-executive director equity awards are not performance-related; option exercise price equals fair market value at grant; no clawback on director fees/benefits/equity .
Performance Compensation
- Annual equity grants historically as options in Q1; exercise price at 100% of fair market value; 10-year term; monthly vesting over 36 months; full vesting on single-trigger change-in-control for continuously serving directors .
- Committee has discretion (with shareholder approval) to reprice underwater options for non-executive directors .
| Equity Award Details | Date | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock options | 10/06/2019 | 250,000 | $2.53 | Earliest exercise 01/06/20; standard vest schedule | 10/06/2029 |
| Stock options | 10/06/2019 | 250,000 | $0.80 | Earliest exercise 01/06/20; standard vest schedule | 10/06/2029 |
| Stock options | 21/05/2020 | 150,000 | $0.07 | Earliest exercise 25/04/22; standard vest schedule | 20/05/2030 |
| Stock options | 21/05/2020 | 350,000 | $5.87 | Earliest exercise 21/08/20; standard vest schedule | 20/05/2030 |
| Stock options | 06/01/2022 | 90,000 | $7.87 | Standard vest schedule | 06/01/2032 |
| Stock options | 14/09/2023 | 90,000 | $5.13 | Standard vest schedule | 12/09/2033 |
| Stock options (annual grant) | 04/01/2024 | 90,000 | $5.90 | 36 equal monthly tranches from month of grant; no performance conditions | 04/01/2034 |
| Performance Metrics Tied to Director Compensation | 2023 | 2024 |
|---|---|---|
| Non-executive director equity performance conditions | None (not performance-related) | None (not performance-related) |
| Cash fees performance linkage | Not performance-related | Not performance-related |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Oxford Biodynamics plc | Executive Chairman | Not disclosed | No SLN-related interlock disclosed |
| ReNeuron Group plc | Non-Executive Chairman | Not disclosed | No SLN-related interlock disclosed |
Remuneration Committee Interlocks: None disclosed among SLN executives/directors and other companies’ remuneration committees; no insider participation on SLN’s Remuneration Committee .
Expertise & Qualifications
- Chartered Director; Fellow of Royal Holloway, London University .
- 40+ years life sciences and technology leadership; multiple multinational roles; eight IPOs; extensive cross-border M&A .
Equity Ownership
- As of March 31, 2025: 1,229,934 ordinary shares beneficially owned; consists of 39,942 shares held and 1,189,992 options exercisable within 60 days; less than 1% of outstanding shares (141,690,850) .
- As of December 31, 2024: 0.9% of issued share capital when counting shares plus vested options; breakdown below .
| Ownership Detail (31 Dec 2024) | Amount | Notes |
|---|---|---|
| Shares owned outright | 39,942 | |
| Options vested but not exercised | 1,152,495 | |
| Options unvested (not subject to performance) | 117,498 | |
| Total shares owned + vested options | 1,192,437 | 0.9% of issued share capital |
| Options outstanding (12/31/2024) | 1,269,993 | Includes 499,998 granted during Interim CEO service |
Ownership guidelines: Directors are encouraged to build meaningful shareholding; no formal shareholding requirements applied in 2024 .
Shareholder Votes (2025 AGM)
| Resolution | For | Against | Abstain |
|---|---|---|---|
| Re-appoint Iain Ross (Director) | 74,759,695 | 2,276,387 | 1,221,306 |
| Say-on-Pay (NEO compensation, advisory) | 70,771,045 | 3,076,664 | 4,409,679 |
| Approve Directors’ Remuneration Report (UK) | 70,798,897 | 1,838,213 | 5,620,278 |
| Frequency of Say-on-Pay | One Year: 77,681,083; Two Years: 7,987; Three Years: 775; Abstain: 48,354 |
Potential Conflicts & Related-Party Transactions
- 2022 consulting: Company paid £60,000 (plus VAT) to Gladstone Consultancy Partnership, controlled by Iain Ross, for consulting/advisory services; engagement ceased in 2023 .
- Equity acceleration: Non-executive director options fully vest upon single-trigger change-in-control for continuously serving directors .
- Option repricing: Policy allows repricing of underwater options for non-executives with shareholder approval .
Compensation Committee Analysis
- Composition (2025 proxy): Ede-Golightly, Lemus, McInerney, Davidson; McInerney chairs (transition from Ede-Golightly to McInerney on May 5, 2025); all independent under Nasdaq rules .
- Responsibilities include compensation strategy, director remuneration policy, equity plan oversight, clawback policies, and human capital oversight; no interlocks or insider participation disclosed .
Governance Assessment
-
Strengths:
- Independent Chair with clear separation from CEO, enhancing oversight .
- Chair of Nominations Committee, signaling focus on board composition and governance quality .
- Documented independence and regular executive sessions of independent directors .
- Strong shareholder support for Ross’s re-appointment and director remuneration report at 2025 AGM .
-
Alignment:
- Material equity exposure via vested options; ownership below 1% but meaningful option holdings; encouraged ownership with no formal requirement during 2024 .
-
RED FLAGS:
- Single-trigger full vesting of non-executive director equity on change-in-control can weaken alignment and entrench incentives .
- Policy permitting repricing of underwater options for non-executives (with shareholder approval) is shareholder-unfriendly if used .
- Historical consultancy payments to Ross’s controlled entity in 2022 (ceased in 2023); though ended, represents prior related-party exposure .
- Non-executive bonus paid in 2023 (£50k) to Ross despite policy stating non-executives are not eligible for annual bonuses—requires context and may raise questions on consistency; 2024 shows no bonuses for non-executives .