Samir Patel
About Samir R. Patel, M.D.
Samir R. Patel, age 55, has served on Akari Therapeutics’ board since November 2023; he was Interim President & CEO from May 1, 2024 to December 15, 2024 and President & CEO from December 16, 2024 to April 21, 2025, and continues as a director. He is founder and principal of PranaBio Investments, LLC (since April 2017), a consultant to GE Global Research (since May 2019), and has 20+ years of life sciences experience including roles at Centocor (J&J), founding SPEC Pharma and co‑founding Digital Therapeutics; previously served on CytoDyn’s board (April 2020–November 2021). Education: M.D., Medical College of Ohio (University of Toledo); Internal Medicine residency and Rheumatology fellowship at University of New Mexico School of Medicine Affiliated Hospitals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akari Therapeutics (AKTX) | Interim President & CEO; President & CEO; Director | Interim CEO: 05-01-2024 to 12-15-2024; CEO: 12-16-2024 to 04-21-2025; Director since 11-29-2023 | Led transition during Peak Bio merger period; continued board service |
| PranaBio Investments, LLC | Founder & Principal | Since 04-2017 | Strategic advisory/investment for small-cap biotech |
| GE Global Research, Inc. | Consultant | Since 05-2019 | Biomanufacturing/biotech innovation support |
| SPEC Pharma, LLC | Founder | Since 09-2003 | Develops/manufactures injectables (rheumatology/other) |
| Digital Therapeutics, LLC | Co‑founder | Since 08-2011 | Therapy for scleroderma/other rheumatic diseases |
| Centocor (J&J Innovative Medicine) | Medical Affairs roles | Prior period (not dated) | Pharma medical affairs experience |
| CytoDyn Inc. | Director | 04-2020 to 11-2021 | Public company board experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CytoDyn Inc. | Director | Former (2020–2021) | Public company governance experience |
| Other public/private boards | — | Not disclosed | No current public company directorships disclosed beyond Akari |
Board Governance
- Committee assignments (current per 2025 proxy): Audit Committee – Chair (Mr. Patel), with members Robert Bazemore and James Neal; Compensation Committee – Member (Mr. Patel), Chair James Neal, member Robert Bazemore; Nominating & Corporate Governance – Chair Robert Bazemore, members Hoyoung Huh and Ray Prudo. Board designated Mr. Patel an “audit committee financial expert” and stated all audit and compensation committee members are independent under Nasdaq/SEC rules .
- Attendance: Four full board meetings in 2024; all directors attended ≥75% of board and applicable committee meetings. Mr. Patel attended the 2024 AGM in person .
- Independence: In 2024, Mr. Patel was not independent while serving as Interim/Chief Executive Officer . The 2025 proxy states committees (including audit/compensation) comprised of independent members and identifies Mr. Patel as independent for committee purposes, while also noting his former CEO status (language is inconsistent; current committee independence affirmed) .
- Director class/term: Class A director; subject to annual re‑election (2025 AGM re‑appointment proposed) .
Fixed Compensation
| Element | Amount/Terms | Source |
|---|---|---|
| Board annual cash retainer (non‑employee directors) | $41,305 (member); Chairman of Board $100,000 (paid monthly) [2024/2025 schedule] | |
| Committee annual retainers | Audit: $7,875 (member), $18,375 (chair); Compensation: $5,570 (member), $11,139 (chair); Nominating & Governance: $5,570 (member), $11,139 (chair) | |
| Director may elect cash retainer in fully‑vested ordinary shares | Available; none elected in 2023/2024 | |
| Mr. Patel 2024 director salary/fees | $15,138 | |
| Mr. Patel 2025 estimated director fees | $40,000 (estimate per compensation increases table) |
Performance Compensation
| Award/Metric | Grant Details | Vesting/Terms | Notes |
|---|---|---|---|
| Annual non‑employee director option grants | Typical initial/annual grant: 5,000,000 ordinary shares (or ADS equivalent); 10‑year term; full vest at next AGM; accelerates on change‑of‑control | Time‑based; no performance conditions | Aligns director interests; discretion to amend amount |
| One‑time director Stock Option Awards (March 20, 2025) | 225,000 ADS (450,000,000 ordinary shares) to each of Hoyoung Huh, Ray Prudo, Robert Bazemore, James Neal, Sandip I. Patel, and Samir R. Patel | 25% on 03-20-2025; 25% on 12-31-2025; remaining 50% vest monthly over next 24 months; contingent on share increase and shareholder approval | Aggregate 1,350,000 ADS (2.7B ordinary shares), ~4.2% of current issued share capital |
| Mr. Patel 2024 option awards (as Exec/Director) | $308,270 grant‑date fair value (options) | See CEO agreement below | |
| Bonus plan (executives) – policy | Max annual bonus typically 100% of target; objectives may be financial, operational, and/or individual; paid in cash ~60 days post fiscal year | Committee discretion; no clawback provision in policy | |
| Equity incentive plan (executives) – policy | Options, RSUs, SARs, phantom stock; typically vest over 2–4 years; performance conditions may apply | No specific max; committee discretion; no clawback provision in policy |
Note: Non‑executive directors do not participate in bonus plans; director equity is time‑based without performance metrics to preserve independence .
Employment & Contracts (Recent)
- Interim CEO Agreement (effective 05-01-2024; amended 09-16-2024, effective 07-01-2024): $50,000 per month compensation paid first in fully‑vested ordinary shares, then in fully‑vested non‑qualified stock options (NQSOs). Monthly NQSO ADS quantity equals 2 × ($50,000 ÷ closing ADS price on last day of month). 2024 recognized ~$0.3M non‑cash stock‑based comp for NQSOs to purchase 422,368,000 ordinary shares at < $0.01 exercise price and 91,396,000 fully‑vested ordinary shares issued to Mr. Patel .
- May 2024 unsecured convertible notes: Aggregate $1.0M with Dr. Prudo (then Chairman) and Dr. Patel (then Interim CEO); 15% interest (17% upon certain defaults); due upon receipt of UK R&D tax credit or by 11-10-2024; $0.75M repaid in Oct 2024, and $125k principal + accrued interest for each converted into ADSs at $1.59 per ADS (shares issued 04-30-2025) .
Director Compensation (Single Figure)
| Name | Salary/Fees ($) | Other Comp ($) | Bonus ($) | RSU Awards ($) | Option Awards ($) | Pension ($) | 2024 Total ($) | Total Fixed ($) | Total Variable ($) |
|---|---|---|---|---|---|---|---|---|---|
| Samir R. Patel, M.D. | 15,138 | 127,497 | - | - | 308,270 | - | 450,905 | 15,138 | 435,767 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| CytoDyn Inc. | Director (former) | Not disclosed | Former public board service; no current disclosed interlocks with Akari suppliers/customers |
| PranaBio Investments, LLC | Manager | — | Significant beneficial ownership in Akari via PranaBio; potential related‑party influence |
Expertise & Qualifications
- Audit committee financial expert designation; deep life sciences operations and medical affairs background; founder/operator with patents and publications; clinical research investigator experience .
- Medical degree, residency and fellowship credentials in Internal Medicine/Rheumatology .
Equity Ownership
| Holder/Capacity | Ordinary Shares Beneficially Owned | % of Ordinary Shares | Components/Notes |
|---|---|---|---|
| Samir R. Patel (including PranaBio) | 6,920,775,584 | 10.7% | 285,336,000 shares (Patel); 6,062,010,000 shares (PranaBio); options 573,429,584 exercisable within 60 days; excludes 96,774,000 prefunded warrants (PranaBio) and 3,855,918,000 warrants (Patel) due to 9.99% cap |
| Mr. Patel (position detail at 12-31-2024) | Shares owned: 5,340,699,500; Warrants: 2,260,918,000; Options: 422,368,000 (419,034,667 vested) | — | Manager of PranaBio; ADS ratio 2,000 ordinary shares per ADS |
Related Party Transactions & Conflicts
- Convertible notes to Dr. Patel (and Dr. Prudo) in May 2024 with conversion rights; raises potential conflicts due to financing terms set with insiders (disclosed and subsequently partly repaid/converted) .
- CEO compensation paid in shares/options (Interim CEO Agreement and amendment); equity‑heavy structure can dilute shareholders and complicate independence perceptions .
- The Doctors Laboratory (TDL) lease and services; board member Dr. Prudo is TDL non‑executive chairman; ~$0.1M annual expenses plus VAT; payables < $0.1M; oversight via audit committee related‑party policy .
- Peak Bio transaction resulted in notes payable to Dr. Huh assumed; portions cancelled via share/warrant issuance in March 2025 .
- Governance safeguards: Articles and policies restrict directors from voting on matters with material interests; conflict authorization provisions, recusal requirements, and audit committee review of related party transactions are in place .
Say‑on‑Pay & Shareholder Feedback
| Vote | For | Against | Abstain | Notes |
|---|---|---|---|---|
| 2024 AGM – Directors’ Remuneration Report (advisory) | 6,303,638,728 | 36,882,000 | 142,904,000 | Disclosure of votes; report filed per UK law |
Governance Assessment
- Strengths: Audit chair and designated financial expert; ≥75% meeting attendance and AGM participation indicate engagement; committee charters and conflict policies are robust; non‑exec director pay program largely fixed cash plus time‑based options, aligning with typical small‑cap biotech practice .
- Alignment: Significant personal/principal ownership (≈10.7%) via PranaBio and direct holdings enhances skin‑in‑the‑game, though warrants/options magnify potential dilution risk .
- Independence: Mr. Patel was not independent while serving as CEO in 2024; 2025 proxy affirms committee independence including Mr. Patel but contains inconsistent language about former CEO independence—investors should monitor board classification and any Nasdaq independence confirmations in subsequent filings .
- Compensation signals: Equity paid monthly for CEO services and a large one‑time director option grant (aggregate ~4.2% of share capital) suggest aggressive use of equity for retention and reprioritization—appropriate for cash‑constrained biotech but a dilution red flag if repeated without performance gating .
- Related‑party risk: Insider financing (convertible notes), leases/services with entities tied to directors, and assumed insider notes from Peak Bio are mitigated by audit committee review and recusal; continue to watch for expansions/modifications of insider arrangements .
RED FLAGS
- Large equity grants to directors (March 2025 one‑time award) totaling ~4.2% of outstanding shares; contingent approvals partially mitigate but warrants caution on dilution and pay governance .
- Equity‑based monthly CEO compensation (shares/options) during 2024—non‑traditional and potentially misaligned without performance metrics/clawbacks; policy indicates no clawback provisions for bonuses/equity .
- Complex insider financing web (convertible notes, assumed notes, leases/services) increases conflict‑management burden despite policies .