Oleg Nodelman

About Oleg Nodelman

Oleg Nodelman, 48, has served as an independent Class I director of AnaptysBio (ANAB) since April 2021; he is Founder and Portfolio Manager of EcoR1 Capital LLC, one of ANAB’s principal stockholders, and holds a B.S.F.S. in Science and Technology from Georgetown University’s School of Foreign Service (1999) . The Board determined him independent under Nasdaq and SEC rules, with no director (including Nodelman) under 75% attendance in 2024; the CEO and Chair roles are separated (CEO: Daniel Faga; Chair: John Orwin) .

Past Roles

External Roles

Board Governance

• Committee assignments:
  • Nominating & Corporate Governance Committee: Members—Nodelman, Renton (Chair), Orwin, Ware; scope includes director nominations, governance guidelines, and board performance evaluation .
  • Compensation Committee: Members—Fenton (Chair), Jain, Schmid; retains independent consultant (Alpine Rewards since Sep 2024) .
  • Audit Committee: Members—Marquet, Schmid (Chair; audit committee financial expert), Ware; oversees financial reporting and cybersecurity risk .
• Independence: Eight of nine directors, including Nodelman, are independent per Nasdaq and SEC standards .
• Attendance: 2024 meeting counts—Board 8, Audit 4, Compensation 4, Nominating & Governance 3; no director <75% attendance; independent directors meet separately without management .
• Leadership structure: Separate Chair (John Orwin) and CEO (Daniel Faga) roles .

Fixed Compensation

• Nodelman’s 2024 non‑employee director compensation: ANAB reports $0 across cash fees, option awards, stock awards, and total; he held no outstanding director options or RSUs as of Dec 31, 2024 .

• Director cash fee schedule (policy; paid quarterly, pro‑rated; 2024 vs 2023 shown for context) :

Performance Compensation

• Director equity policy: Annual grants typically include options to purchase 16,510 shares (monthly vest over one year) and 6,030 RSUs (vest at next annual meeting), with initial director grants vesting over three years; all director equity awards accelerate upon a change in control .
• Nodelman held no director options or RSUs outstanding as of Dec 31, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Investor/operator in biotech with two decades of portfolio management experience; founder of EcoR1 Capital; current board service at Galapagos NV and Zymeworks .
• Education: B.S.F.S. in Science & Technology, Georgetown University School of Foreign Service (1999) .

Equity Ownership

• Beneficial ownership: 7,880,094 shares (26.0% of outstanding), reported under Oleg Nodelman/EcoR1 Capital entities; shared voting and dispositive power among EcoR1 Capital Fund Qualified, L.P., EcoR1 Capital, LLC, and Nodelman; Nodelman disclaims beneficial ownership except to his pecuniary interest .

• Hedging and pledging: ANAB’s insider trading policy prohibits hedging, short sales, margin purchases, borrowing against accounts, and pledging of company securities for directors and employees .

Governance Assessment

• Positives

  • Independence: Board classifies Nodelman as independent under Nasdaq/SEC standards .
  • Engagement: No director fell below 75% attendance; Board met 8 times in 2024; Nominating & Governance met 3 times; independent director executive sessions occur regularly .
  • Governance role: Active on Nominating & Governance Committee; Board maintains separate Chair/CEO roles enhancing oversight .
  • Risk oversight structures: Audit Committee (with financial expert) oversees financial reporting and cybersecurity; Compensation Committee retains independent consultant (Alpine Rewards since Sep 2024) .

• RED FLAGS / Risk Indicators

  • Concentrated ownership: 26% beneficial ownership via EcoR1 entities with shared voting/dispositive power could create perception risks around influence, particularly given Nodelman’s role on the Nominating & Governance Committee .
  • Related-party oversight: Audit Committee reviews related person transactions; company discloses no related-party transactions above thresholds from Jan 1, 2023 to present, mitigating direct conflict concerns .
  • Director pay anomaly: Nodelman received $0 in 2024 director cash and equity compensation and held no director options/RSUs outstanding as of year-end, atypical versus standard director pay policy; investors may seek clarity on rationale and implications for alignment .

• Additional governance signals

  • Equity plan governance: Shareholder-approved equity plan includes clawback/recoupment provisions; director awards accelerate on change in control (acceleration is common but can be seen as shareholder-unfriendly by some investors) .
  • Say‑on‑Pay context: 2024 say‑on‑pay approval ~87%, indicating general investor support for compensation practices (executive, not director) .

Committee Memberships Snapshot

Board/Committee Meetings and Attendance (2024)

Related-Party Transactions Policy

• No related-party transactions above thresholds since Jan 1, 2023; policy requires Audit Committee pre‑approval of any such transactions and evaluation of arm’s‑length terms .

Director Equity Policy Details

• Typical annual grants: options (16,510 shares; one‑year monthly vest) and RSUs (6,030; vest at next annual meeting); initial director grants vest over three years; full acceleration upon change in control .

Notes

• Chairman of the Board: John Orwin; ANAB has separated Chair and CEO roles .
• Insider trading policy: prohibits hedging/pledging; governs directors and officers .