Christian Henry

About Christian Henry

Christian Henry (age 57) is an independent director and Chair of the Board at Wave Life Sciences (WVE), serving as a director since November 2016 and Chair since October 2017. He is currently President and CEO of Pacific Biosciences (since September 2020) and has extensive finance, operations, and genomics leadership experience from prior roles at Illumina and other life sciences companies. He holds a B.A. in biochemistry and cell biology (UC San Diego) and an MBA in finance (UC Irvine) .

Past Roles

External Roles

Board Governance

• Independence: Board determined Henry is independent under Nasdaq rules; he serves as independent Chair .
• Committee assignments: Audit Committee member; Compensation Committee Chair. The Audit Committee met 7 times; Compensation Committee met 4 times in 2024 .
• Audit committee financial expert: Board determined Henry qualifies as an “audit committee financial expert” (Item 407 Reg S-K) .
• Attendance: In 2024, the Board held 4 meetings and committees met 18 times; no director attended fewer than 75% of meetings .
• Executive sessions: Independent directors hold executive sessions in conjunction with regular board meetings .
• 2025 re-election vote: Christian Henry received 111,549,230 “For”; 19,074,532 “Against”; 17,354 “Abstain” votes .

Fixed Compensation

• 2024 Non-Employee Director Cash Policy: Chair $75,000; Audit Committee chair $20,000/member $10,000; Compensation Committee chair $15,000/member $7,500; Nominating chair $15,000/member $7,500; R&D chair $15,000/member $7,500 .
• Henry’s 2024 cash fees earned: $99,375 (reflects Chair and committee roles; likely prorations) .
• 2025 Cash Policy Update: Non-chair annual cash increases to $45,000; Chair remains $75,000; committee cash fees unchanged .

Performance Compensation

• Equity grant structure (directors): Annual option to purchase 32,230 shares and RSU of 16,115 shares; both vest 100% at the earlier of the next AGM or first anniversary (2024 policy). Singapore law limits director option terms to five years, prompting inclusion of RSUs and, in 2025, larger option grants to offset term constraints .
• Henry’s 2024 equity values: Share awards (RSUs) grant-date fair value $86,538; option awards grant-date fair value $100,303 .

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic, finance, and operations leadership across genomics and biotech; extensive CFO and commercial roles and current CEO experience .
• Designated “audit committee financial expert” (SEC Item 407) .
• Academic credentials: B.A. biochemistry and cell biology (UCSD); MBA finance (UC Irvine) .

Equity Ownership

Governance Assessment

• Positives:

  • Independent Board Chair with audit committee financial expertise; separation of Chair and CEO roles supports oversight .
  • Active engagement: Henry chairs the Compensation Committee; independent directors hold executive sessions .
  • Equity awards and 2025 director policy increase option-based at-risk pay (76,200 options vs 32,230 in 2024), indicating alignment with shareholder value creation, while clawback provisions apply to awards under the plan .
  • Hedging and pledging prohibited, reducing misalignment risks .

• Watch items / RED FLAGS:

  • Elevated “Against” vote on re-election (19.1M against vs 111.5M for), materially higher dissent than other nominees (e.g., Kolchinsky 0.44M against). This may reflect investor concerns about role concentration (Chair + Comp Committee Chair) or external commitments; monitor future votes and engagement outcomes .
  • Board Chair also serving as Compensation Committee Chair centralizes governance influence; while Henry is independent, some investors prefer distinct leadership for pay oversight; continue to assess committee leadership balance .
  • No formal stock ownership guidelines for directors (as of 2023), which some investors view as a gap in long-term alignment; company stated openness to adopting guidelines when practical .

• Related-party transactions: Company disclosed RPTs with GSK (equity and collaboration), SNBL services, and Verdine consulting; none involve Henry. Audit Committee oversees RPT policy and pre-approvals .

• Shareholder signals:

  • 2025 Say-on-Pay passed (For 129,648,036; Against 977,466; Abstain 15,614) and annual frequency supported overwhelmingly; non-employee director compensation and equity plan amendment also approved .
  • 2024 Say-on-Pay (prior AGM) supported by >99% votes per proxy CD&A .

Director Compensation Details (Summary)

Notes on Committee Structure and Independence

• Compensation Committee (Henry, Chair; Rawcliffe; Wagner) is fully independent and administers equity plans; engages independent consultant Aon for executive pay benchmarking and program design .
• Audit Committee (Rawcliffe, Chair; Corrigan; Henry; Tan) retains external auditor (KPMG) and oversees financial controls, cybersecurity, and RPTs; members meet SEC/Nasdaq independence and literacy standards .

Compensation Policy and Controls

• Clawback: Board adopted a clawback policy (Oct 2, 2023) complying with SEC/Nasdaq; plan documents also permit recovery/forfeiture of awards (including for directors) .
• No hedging/pledging permitted for directors and officers, enhancing alignment .
• Equity plan governance: No evergreen; no discounted options; no repricing without shareholder approval; dividend equivalents not paid pre-vesting .

Conclusion

Henry brings strong operational and financial expertise to WVE as independent Chair and Compensation Chair, with robust committee participation and independent governance controls. The notable dissent in his 2025 re-election vote and role concentration should be monitored, alongside potential adoption of director ownership guidelines to strengthen alignment. Overall, no direct related-party conflicts were disclosed involving Henry, and director equity compensation tilts toward options in 2025, signaling increased at-risk alignment with shareholders .