AbCellera Biologics Inc DEF 14A, filed Apr 28, 2023

AbCellera Biologics Inc. (ABCL)

DEF 14A 2023-04-28

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Added on June 12, 2026

About this DEF 14A

AbCellera Biologics Inc filed this DEF 14A on April 28, 2023.

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☒			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

			Page
GENERAL INFORMATION			2
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS			6
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023			11
PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE COMPENSATION			13
CORPORATE GOVERNANCE			14
DIRECTOR COMPENSATION			21
EXECUTIVE COMPENSATION			23
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			47
PRINCIPAL SHAREHOLDERS			48
DELINQUENT SECTION 16(a) reports			50
REPORT OF THE AUDIT COMMITTEE			51
HOUSEHOLDING			52
SHAREHOLDER PROPOSALS			52
OTHER MATTERS			52

Name	Positions and Offices Held	Director Since	Age
John S. Montalbano, CFA	Director	2020	58
Peter Thiel	Director	2020	55

Name	Position Held	Officer Since	Age
Andrew Booth	Chief Financial Officer	2019	49
Tryn Stimart	Chief Legal Officer, Chief Compliance Officer & Corporate Secretary	2019	53
Neil Aubuchon	Chief Commercial Officer	2021	53

	2021	2022
Audit fees⁽¹⁾	$973,950	$905,056
Audit-related fees⁽²⁾	—	—
Tax fees⁽³⁾	85,682	126,264
All other fees	—	—
Total fees⁽⁴⁾	$1,059,632	$1,031,320

			By direction of the Board of Directors,

			/s/ Tryn T. Stimart
			Tryn T. Stimart Chief Legal Officer, Chief Compliance Officer,and Corporate Secretary

Annual Retainer for Board Membership
Annual service on the Board of Directors			$40,000
Additional retainer for annual service as non-executive chairperson or lead director of the Board of Directors			$30,000
Additional Annual Retainer for Committee Membership
Annual service as audit committee chairperson			$20,000
Annual service as member of the audit committee (other than chair)			$10,000
Annual service as compensation committee chairperson			$15,000
Annual service as member of the compensation committee (other than chair)			$7,500
Annual service as nominating and corporate governance committee chairperson			$10,000
Annual service as member of the nominating and corporate governance committee (other than chair)			$5,000

Name⁽¹⁾	Fees Earned or Paid in Cash ($)⁽²⁾	Option Award ($)⁽³⁾⁽⁷⁾	All Other Compensation ($)	Total ($)
Michael Hayden, MBCHB (M.D.), Ph.D.⁽⁴⁾	100,000	400,250	—	500,250
John S. Montalbano, CFA⁽⁵⁾	72,500	400,250	—	472,750
Andrew Lo, Ph. D.⁽⁶⁾	50,000	400,250	—	450,250

Compensation Area	Highlights
Cash Compensation	•	Approved a combination of merit salary increases and market adjustments for certain of our NEOs
Equity Compensation	•	Granted our existing NEOs competitive annual stock awards consisting of option grants and RSUs with a 4-year vesting schedule
	•	Granted new hire awards consisting of stock options and RSUs with 4-year vesting schedules to our newly appointed Chief Commercial Officer
Process & Governance	•	Updated the peer group of comparable companies
	•	Engaged Alpine Rewards as the Compensation Committee’s independent advisor

Element			2022 Criteria
Primary	Sector & Stage	•	Public, US/Canada-based commercial biotech companies, with a focus on those that use a technology platform, where possible
		•	Emphasis on companies that have recently gone public in the last 3-5 years
	Revenue	•	Trailing twelve-month revenues generally under $400M to reflect companies of similar scale as AbCellera, while allowing room for potential growth
	Market Capitalization	•	Market capitalization between $2B and $12B (0.3x to 3x AbCellera’s then current 30-day average market cap of approximately $4.6B)
Secondary	Organizational Complexity	•	Companies with generally between 100 and 1,000 employees to account for future growth based on FYE 2022 projected headcount of 525 employees
	Geography	•	Consider broad US market for executing talent but ensure the list includes any geographic talent competitors

Acceleron Pharma	BridgeBio Pharma	Ligand Pharmaceuticals
Adaptive Biotechnologies	CRISPR Therapeutics	Schrödinger
Agios Pharmaceuticals	Denali Therapeutics	Twist Bioscience
Allogene Therapeutics	Editas Medicine	Vir Biotechnology
Bluebird Bio	Halozyme Therapeutics	Xencor
Blueprint Medicines	Inovio Pharmaceuticals	Zymeworks

Element	Summary Purpose
Base Salary	•	Provide a fixed source of income commensurate with the NEO’s position at the Company
Annual Cash Incentive Bonus	•	Challenge NEOs with bold and ambitious goals to help the company achieve the best possible financial and operational results
	•	Reward teamwork, accountability, excellence, and progress towards AbCellera’s business strategy
	•	Recognize outstanding contributions that go above and beyond

Element	Summary Purpose
Long-Term Equity Incentives	•	Align efforts and interests to amplify long-term value for shareholders, patients, and partners
	•	Attract and retain NEOs who believe in and are motivated by our long-term vision
Benefits	•	Amplify work-life synergy by providing our NEOs with extended health benefits to maximize their wellbeing
	•	Provide peace of mind with retirement benefits, life insurance as well as certain protections if we encounter a change in control or separation event
	•	Foster growth, learning and development to unleash the full potential of each NEO

	2021 Annualized Base Salary ($)	2022 Annualized Base Salary ($)	% increase	Nature of Increase
Carl L.G. Hansen, Ph.D.⁽¹⁾ Chief Executive Officer	400,000	450,000	12.5%	Annual Merit & Market Adjustment
Andrew Booth Chief Financial Officer	400,000	450,000	12.5%	Annual Merit & Market Adjustment
Véronique Lecault, Ph.D.⁽¹⁾ Chief Operating Officer	400,000	450,000	12.5%	Annual Merit & Market Adjustment
Tryn Stimart Chief Legal Officer, Chief Compliance Officer & Corporate Secretary	400,000	450,000	12.5%	Annual Merit & Market Adjustment
Neil Aubuchon Chief Commercial Officer	—	400,000	—	—

	2022 Annualized Base Salary ($)	2022 Target Bonus Percentage	Corporate Achievements Weight	Individual Contribution Weight
Carl L.G. Hansen, Ph.D. Chief Executive Officer	450,000	60%	100%	—
Andrew Booth Chief Financial Officer	450,000	40%	70%	30%
Véronique Lecault, Ph.D. Chief Operating Officer	450,000	40%	70%	30%
Tryn Stimart Chief Legal Officer, Chief Compliance Officer & Corporate Secretary	450,000	40%	70%	30%
Neil Aubuchon Chief Commercial Officer	400,000	40%	70%	30%

2022 Corporate Goals
Diversified Portfolio			Expand partnership business with a focus on high-value programs with multiple partners
			Establish T-cell engager platform and initiate discovery on at least 2 pre-partnered programs to validate the platform
			Expand portfolio through partnered, co-development and pre-partnered starts

Forward Integration Towards IND Capabilities			Expand capabilities of discovery engine in high-value areas such as GPCR and ion channels
			Assemble senior leadership team for Chemistry, Manufacturing & Controls (CMC)
			Establish suite of technologies for antibody engineering, expression, assessment and cell line development

Efficiency, Capacity, and Scalability			Deploy integrated research data backbone
			Bring global research facilities online
			Start construction of clinical manufacturing facility
			Increase screening capacity

2022 Corporate Goals	Highlights	Assessment
Diversified Portfolio	Closed 18 new programs under contract, including a majority of high-value programs across new partners	Met most goals
	Initiated 23 new partnered program starts
	Developed our T-cell engager platform and initiated pre-partnered programs against five solid tumor targets
	Advanced third antibody against COVID-19 through clinical development in partnership with Eli Lilly

Forward Integration Towards IND Capabilities	Developed suite of technologies to unlock programs on GPCR and ion channels	Met or exceeded most goals
	Hired senior leadership CMC team and developed talent pipeline
	Established suite of technologies for antibody engineering, expression, assessment and cell line development

Efficiency, Capacity, and Scalability	Implemented integrated research data backbone and deployed workflows	Met or exceeded most goals
	Hired 109 new AbCellerites
	Expanded research and office facilities globally by approximately 130,000 square feet
	Completed site preparation and excavation for clinical manufacturing facility

	2022 Base Salary ($)⁽¹⁾	2022 Target Bonus Percentage	Target Incentive ($)	Corporate Performance Weight	Corporate Performance Percentage	Individual Performance Weight	Individual Performance Percentage	Bonus Multiplier	Annual Cash Incentive Award ($)⁽¹⁾
Carl L.G. Hansen, Ph.D. Chief Executive Officer	450,000	60%	270,000	100%	90%	—	—	90%	243,000
Andrew Booth Chief Financial Officer	450,000	40%	180,000	70%	90%	30%	110%	96%	172,800
Véronique Lecault, Ph.D. Chief Operating Officer	450,000	40%	180,000	70%	90%	30%	115%	98%	175,400
Tryn Stimart Chief Legal Officer, Chief Compliance Officer & Corporate Secretary	450,000	40%	180,000	70%	90%	30%	100%	93%	167,400
Neil Aubuchon Chief Commercial Officer	400,000	40%	160,000	70%	90%	30%	100%	93%	148,800

Named Executive Officer	Number of Stock Options Granted (#)	Exercise Price ($)	Number of RSUs Granted (#)
Carl L.G. Hansen, Ph.D.	925,069	13.18	—
Andrew Booth	485,661	13.18	—
Véronique Lecault, Ph.D.	462,535	13.18	—
Tryn Stimart	346,901	13.18	—
Neil Aubuchon	173,451	13.18	114,934
	100,000	14.14	70,000

Name and Principal Position	Year	Salary ($)⁽⁸⁾	Bonus ($)⁽¹⁾⁽⁸⁾	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	All Other Compensation ($)⁽⁷⁾	Total ($)
Carl L.G. Hansen, Ph.D. Chief Executive Officer	2022	450,000	239,023	—	8,086,219	22,447	8,797,688
	2021	400,000	212,585	—	8,499,587	4,080	9,116,252
	2020	296,155	128,520	—	16,537,933	—	16,962,608
Andrew Booth⁽⁴⁾ Chief Financial Officer	2022	450,000	169,972	—	4,245,263	22,447	4,887,681
Andrew Booth⁽⁴⁾ Chief Financial Officer	2021	400,000	159,489	—	3,749,818	4,080	4,313,387
Véronique Lecault, Ph.D. Chief Operating Officer	2022	450,000	172,627	—	4,043,114	22,447	4,688,188
	2021	400,000	159,489	—	3,749,818	4,080	4,313,387
	2020	196,533	71,003	—	5,683,003	—	5,950,539
Tryn Stimart Chief Legal Officer, Chief Compliance Officer & Corporate Secretary	2022	450,000	167,400	—	3,032,333	27,000	3,676,733
	2021	400,000	156,800	—	2,499,878	7,000	3,063,678
	2020	337,235	298,400⁽⁶⁾	—	3,798,708	—	4,434,343
Neil Aubuchon⁽⁵⁾ Chief Commercial Officer	2022	400,000	219,780⁽⁹⁾	2,504,630	2,416,847	65,033⁽¹⁰⁾	5,566,290

Name	Grant Date	All other Stock Awards: Number of Shares of Stock or units (#)	All other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($)	Grant date fair value of Stock and Option Awards($)⁽³⁾
Carl L.G. Hansen, Ph.D.
Annual Stock Option Grant⁽¹⁾	12/1/2022	—	925,069	13.18	8,086,219
Andrew Booth
Annual Stock Option Grant⁽¹⁾	12/1/2022	—	485,661	13.18	4,245,263
Véronique Lecault, Ph.D.
Annual Stock Option Grant⁽¹⁾	12/1/2022	—	462,535	13.18	4,043,114
Tryn Stimart
Annual Stock Option Grant⁽¹⁾	12/1/2022	—	346,901	13.18	3,032,333
Neil Aubuchon
Annual Stock Option Grant⁽¹⁾	12/1/2022	—	173,451	13.18	1,516,171
Annual RSU Grant⁽²⁾	12/1/2022	114,934	—	—	1,514,830
New Hire Stock Option Grant⁽¹⁾	1/3/2022	—	100,000	14.14	900,676
New Hire RSU Grant⁽²⁾	1/3/2022	70,000	—	—	989,800

			Options Awards					Stock Awards
Name	Grant Date⁽⁴⁾	Vesting Commencement Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)⁽⁴⁾	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Carl L.G. Hansen, Ph.D.	12/1/2022⁽¹⁾⁽⁸⁾	12/1/2022	—	925,069	—	13.18	12/1/2032	—	—
	12/7/2021⁽¹⁾⁽³⁾	12/7/2021	230,078	690,234	—	14.55	12/7/2031	—	—
	12/10/2020⁽¹⁾⁽⁵⁾	12/10/2020	248,000	248,000	—	20.00	12/10/2030	—	—
	11/18/2020⁽²⁾⁽³⁾	11/18/2020	—	449,000	—	2.70	11/18/2030	—	—
	10/29/2020⁽²⁾⁽³⁾	10/29/2020	1,911,655	1,911,655	—	2.30	10/29/2030	—	—
Andrew Booth	12/1/2022⁽¹⁾⁽⁸⁾	12/1/2022	—	485,661	—	13.18	12/1/2032	—	—
	12/7/2021⁽¹⁾⁽³⁾	12/7/2021	101,505	304,515	—	14.55	12/7/2031	—	—
	12/10/2020⁽¹⁾⁽⁵⁾	12/10/2020	114,400	114,400	—	20.00	12/10/2030	—	—
	3/23/2020⁽²⁾⁽⁷⁾	3/23/2020	1,500,000	—	—	0.32	8/22/2029	—	—
	10/30/2019⁽²⁾⁽³⁾	8/22/2019	2,284,375	665,625	—	0.32	8/22/2029	—	—
	12/31/2017⁽²⁾⁽⁶⁾	6/15/2016	250,000	—	—	0.19	6/15/2026	—	—
Véronique Lecault, Ph.D.	12/1/2022⁽¹⁾⁽⁸⁾	12/1/2022	—	462,535	—	13.18	12/1/2032	—	—
	12/7/2021⁽¹⁾⁽³⁾	12/7/2021	101,505	304,515	—	14.55	12/7/2031	—	—
	12/10/2020⁽¹⁾⁽⁵⁾	12/10/2020	95,400	95,400	—	20.00	12/10/2030	—	—
	10/29/2020⁽²⁾⁽³⁾	10/29/2020	1,000,000	1,000,000	—	2.30	10/29/2030	—	—
	3/23/2017⁽²⁾⁽⁶⁾	11/8/2016	333,334	—	—	0.19	3/23/2027	—	—
Tryn Stimart	12/1/2022⁽¹⁾⁽⁸⁾	12/1/2022	—	346,901	—	13.18	12/1/2032	—	—
	12/7/2021⁽¹⁾⁽³⁾	12/7/2021	67,670	203,010	—	14.55	12/7/2031	—	—
	12/10/2020⁽¹⁾⁽⁵⁾	12/10/2020	95,400	95,400	—	20.00	12/10/2030	—	—
	10/29/2020⁽²⁾⁽³⁾	10/29/2020	600,000	—	—	2.30	10/29/2030	—	—
	10/30/2019⁽²⁾⁽³⁾	8/22/2019	272,000	978,000	—	0.32	8/22/2029	—	—
Neil Aubuchon	12/1/2022⁽¹⁾⁽⁸⁾	12/1/2022	—	173,451	—	13.18	12/1/2032	114,934⁽⁹⁾	—
Neil Aubuchon	1/3/2022⁽¹⁾⁽⁸⁾	1/3/2022	—	100,000	—	14.14	1/3/2032	70,000⁽⁹⁾	—

	Option Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)⁽¹⁾
Carl L.G. Hansen, Ph.D.	224,500	1,853,937
Andrew Booth	50,000	510,821
Véronique Lecault, Ph.D.	—	—
Tryn Stimart	—	—
Neil Aubuchon	—	—

Payments and Benefits	Cash Severance Payments ($)	Value of RSUs ($)	Value of Stock Options ($)	Other Payments ($)⁽⁵⁾	Total ($)
Carl L.G. Hansen, Ph.D.
Termination Not in Connection with a Change in Control	675,000⁽¹⁾	—	—	5,749	680,749
Termination in Connection with a Change in Control	1,080,000⁽²⁾	—	18,297,502	5,749	19,383,251
Andrew Booth
Termination Not in Connection with a Change in Control	450,000⁽³⁾	—	—	3,833	453,833
Termination in Connection with a Change in Control	630,000⁽⁴⁾	—	6,528,716	3,833	7,162,549
Véronique Lecault, Ph.D.
Termination Not in Connection with a Change in Control	450,000⁽³⁾	—	—	1,604	451,604
Termination in Connection with a Change in Control	630,000⁽⁴⁾	—	7,825,707	1,604	8,457,311
Tryn Stimart
Termination Not in Connection with a Change in Control	450,000⁽³⁾	—	—	36,260	486,260
Termination in Connection with a Change in Control	630,000⁽⁴⁾	—	9,592,615	36,260	10,258,875
Neil Aubuchon
Termination Not in Connection with a Change in Control	400,000⁽³⁾	—	—	1,943	401,943
Termination in Connection with a Change in Control	560,000⁽⁴⁾	1,873,381	—	1,943	2,435,324

					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO	Compensation Actually Paid to PEO⁽¹⁾	Average Summary Compensation Table for Non- PEO NEOs⁽²⁾	Average Compensation Actually Paid to Non-PEO NEOs⁽³⁾	Total Shareholder Return⁽⁴⁾	Peer Group Total Shareholder Return⁽⁵⁾	Net Income (000's)⁽⁶⁾
2022	8,797,688	(12,524,464)	4,714,723	(2,497,408)	17.20	89.28	158,519
2021	9,116,252	(122,890,934)	4,065,590	(42,221,946)	24.28	100.21	153,464
2020	16,962,608	196,560,368	5,192,441	102,062,986	68.32	100.85	118,918

Year	Summary Compensation Table Total for PEO ($)	Summary Compensation Table Value of Equity Awards ($)^(a)	Equity Award Adjustments($)^(b)	Compensation Actually Paid to PEO ($)
2022	8,797,688	(8,086,219)	(13,235,933)	(12,524,464)
2021	9,116,252	(8,499,587)	(123,507,599)	(122,890,934)
2020	16,962,608	(16,537,933)	196,135,693	196,560,368

Year	Year End Fair Value of Equity Awards ($)⁽ⁱ⁾	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)⁽ⁱⁱ⁾	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)⁽ⁱⁱⁱ⁾	Total Equity Award Adjustments ($)
2022	5,732,653	(12,525,740)	(6,442,846)	(13,235,933)
2021	8,288,330	(99,890,246)	(31,905,682)	(123,507,599)
2020	196,135,693	—	—	196,135,693

Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)	Average Summary Compensation Table Value of Equity Awards ($)^(a)	Average Equity Award Adjustments ($)^(a)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2022	4,714,723	(4,060,547)	(3,151,585)	(2,497,408)
2021	4,065,590	(3,551,538)	(42,735,999)	(42,221,946)
2020	5,192,441	(4,740,856)	101,611,400	102,062,986

Plan Category	Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options (#)⁽²⁾	Weighted-Average Exercise Price of Outstanding Options ($)⁽³⁾	Number of Shares of Common Stock Remaining Available for Future Issuance Under Equity Compensation Plans (#) (Excluding Securities Reflected in The First Column)
Equity compensation plans approved by security holders⁽¹⁾	49,919,068	4.63	21,329,770
Equity compensation plans not approved by security holders	—	—	—
Total	49,919,068	4.63	21,329,770

			THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ABCELLERA BIOLOGICS INC.

			Dr. Michael Hayden, Chair, Mr. John S. Montalbano

Name and address of beneficial owner	Number of shares beneficially owned (#)	Percentage of shares beneficially owned
5% or Greater Shareholders:
Thermopylae Holdings Ltd.⁽¹⁾	55,859,493	19.37%
Baillie Gifford & Co⁽²⁾	19,696,735	6.83%

Named Executive Officers and Directors:
Carl L.G. Hansen, Ph.D.⁽⁴⁾	59,376,908	20.59%
Tryn Stimart⁽⁵⁾	1,420,412	*
Véronique Lecault, Ph.D.⁽⁶⁾	11,077,880	3.84%
Andrew Booth⁽⁷⁾	5,003,165	1.73%
Neil Aubuchon⁽¹¹⁾	81,731	*
Michael Hayden, MBCHB (M.D.), Ph.D.⁽⁸⁾	1,841,456	*
John S. Montalbano CFA⁽⁹⁾	390,814	*
Andrew Lo, Ph.D.⁽¹⁰⁾	30,422	*
Peter Thiel⁽³⁾	14,360,427	4.98%
All directors and executive officers as a group (9 persons)⁽¹²⁾	93,583,235	32.45%

			THE AUDIT COMMITTEE OF THE
			BOARD OF DIRECTORS OF ABCELLERA
			BIOLOGICS INC.

			John S. Montalbano, CFA, Chair
			Andrew Lo, Ph.D.
			Michael Hayden, MBCHB, (M.D.) Ph.D.
April 28, 2023