Sandip Patel

About Sandip I. Patel

Sandip I. Patel, JD, BBA, is an independent, non‑employee director of Akari Therapeutics (AKTX) and has served on the board since November 2024 following the Peak Bio merger; he is age 58 and designated by the board as an Audit Committee financial expert . He holds a JD from Stetson University College of Law and a BBA in Finance from the University of Georgia, with a background spanning healthcare services/technology, insurance, and financial services, and board and executive roles at multiple organizations .

Past Roles

External Roles

Board Governance

• Committee assignments and roles (2024–2025):
  • Audit Committee: Chair; board determined Patel is an “audit committee financial expert”; all members independent under Nasdaq and Rule 10A‑3 .
  • Compensation Committee: Member; all members independent for compensation purposes .
• Attendance: Four full board meetings in 2024; all directors attended at least 75% of aggregate board and committee meetings of which they were members .
• Classification and elections: Class A Director; nominated for re‑election at the June 30, 2025 AGM (Class A term to 2026 AGM if re‑elected) .
• Governance structure and conflict protocols: Articles restrict voting on matters with material conflicts, define quorum, and empower the board to impose conflict‑management terms (e.g., information restrictions) .

Fixed Compensation

Performance Compensation

• 2024 equity compensation (disclosed values): Option award grant‑date fair value $176,619; total director compensation $185,130; cash fees $8,511 .
• Performance metrics: None disclosed for director equity; awards are time‑based vesting (service condition only) .

Other Directorships & Interlocks

• Current AKTX committee leadership potentially interlocks with other directors’ roles; no disclosed interlocks with customers/suppliers. Audit Committee oversees related‑party transactions approval under charter and policy; directors must recuse from conflicts .

Expertise & Qualifications

• Education: JD (Stetson University College of Law); BBA in Finance (University of Georgia) .
• Designation: Audit Committee financial expert (SEC definition) .
• Industry experience: Formation, growth and exits across healthcare services/technology, insurance, and financial services; multiple board roles in public and private entities .

Equity Ownership

Beneficial ownership and composition (ordinary shares; ADS represent 2,000 ordinary shares):

• Insider trading and alignment policies: Company prohibits pledging/margin and hedging (shorts, collars, options) except limited pre‑approved circumstances; aligns with anti‑speculation posture for directors and related persons .
• Articles and code enforce conflict identification and recusals; Audit Committee reviews related‑party transactions; directors must recuse where personal interests are implicated .

Insider Filings (Selected)

Governance Assessment

• Strengths:
  • Independent director; designated Audit Committee financial expert and Chair, with all Audit and Compensation Committee members independent under Nasdaq rules; enhances oversight of financial reporting and pay .
  • Attendance threshold met (≥75% in 2024); Audit and Compensation each met four times in 2024, indicating active committee engagement .
  • Anti‑pledging/hedging policy reduces misalignment risk; code and Articles provide structured conflict‑management and recusal protocols; Audit Committee formally reviews related‑party transactions .
• Watch items / potential red flags:
  • One‑time time‑vested stock option awards to directors (225,000 ADS each) contingent on shareholder approval could increase equity compensation and potential dilution; vesting front‑loaded (25% at grant, 25% year‑end), with remainder monthly, which weakens performance linkage (time‑based only) .
  • Director beneficial ownership increased to ~2.4% by Oct 31, 2025 with significant options and warrants; while alignment can be positive, concentration plus frequent equity usage at the board level warrants monitoring of future grants and overhang .
• Overall: Governance posture reflects independence and financial oversight strength; compensation structure for directors is predominantly time‑based equity with limited performance conditions, suggesting the need to monitor future equity grant calibration and shareholder approval outcomes .

Director Compensation (Detail)

Committee Assignments (2024–2025)

Related‑Party and Conflict Controls

• Policy and oversight: Audit Committee (all independent) reviews and approves related‑party transactions per SEC and Nasdaq rules; directors must disclose and recuse from conflicts under the code .
• Articles restrict directors from voting or being counted in quorum on matters where they have a material interest that conflicts with company interests, with defined exceptions and board authority to manage conflicts, including information barriers .

Say‑on‑Pay and Shareholder Items (Context)

• 2025 AGM included an advisory vote on NEO compensation and a proposal to approve one‑time director option awards (225,000 ADS per named director) contingent on increasing plan share reserve; board recommended “FOR” .

Notes on Disclosure Gaps

• The filings reviewed do not disclose director‑specific performance metrics (director equity is time‑based) and do not enumerate any Sandip‑specific related‑party transactions; however, beneficial holdings via entities he manages are disclosed (TTI, Innovative Lifesci, Quest Bio, Davis Island) . Policy frameworks for conflict review and approval are documented .