Michael Catelani
About Michael Catelani
Michael J. Catelani serves as President, Chief Operating Officer, and Chief Financial Officer of Anixa Biosciences, Inc. (ANIX). He has been CFO since November 2016, COO since July 2017, and President since April 2022; he is 58 years old as of the January 23, 2025 record date and holds a B.S. in Accounting (California State University, Sacramento), an MBA (University of California, Davis), and is a CPA (Inactive) . Prior to ANIX, he co-founded Tacere Therapeutics and managed a $150 million drug development collaboration with Pfizer; earlier roles include CFO at Benitec Biopharma and Axon Instruments, and VP Finance at Media Arts Group . ANIX’s Pay-Versus-Performance disclosures show cumulative TSR of $117.40 in 2022, $66.25 in 2023, and $73.38 in 2024, alongside net losses of $13.8m, $9.9m, and $12.7m; the Compensation Committee does not use a single financial performance measure and emphasizes development progress, expenses, and cash position .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anixa Biosciences, Inc. | CFO | Since Nov 2016 | Finance leadership for pre-revenue biotech model |
| Anixa Biosciences, Inc. | COO | Since Jul 2017 | Operations leadership across collaborations |
| Anixa Biosciences, Inc. | President | Since Apr 2022 | Expanded leadership; base salary adjusted |
| Tacere Therapeutics, Inc. | Co-founder; Chairman; President; CFO | Jul 2006–Oct 2012 | Managed $150m collaboration with Pfizer |
| PRC Clinical (private CRO) | Director | Jan 2015–Jul 2017 | Clinical ops governance |
| Benitec Biopharma Limited | CFO; Director | Prior to 2006 | Public biotech finance leadership |
| Axon Instruments, Inc. | VP & CFO | Prior to Benitec | Life sciences instrumentation finance |
| Media Arts Group, Inc. | VP Finance | Prior to Axon | Branded consumer products finance |
| Ernst & Young | Early career | N/A | Foundational audit/CPA experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PRC Clinical (private) | Director | Jan 2015–Jul 2017 | Oversight of clinical research operations |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $400,958 | $488,826 | $533,002 |
| Actual Bonus Paid ($) | $150,000 | $300,000 | $150,000 |
| All Other Compensation ($) | $0 | $0 | $30,500 |
| Total Compensation ($) | $1,848,558 | $1,965,876 | $1,760,002 |
- In April 2022 (promotion to President), base salary was increased to $434,512 .
- “All Other Compensation” includes home office compensation, medical insurance reimbursement, and employer 401(k) contributions .
Performance Compensation
| Metric / Award | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options (performance-based) | Not disclosed | Average closing stock price ≥ $5.00, $6.00, $7.00, $8.00 over any 5 trading days | Payout via vesting of 25% tranches at each threshold | Vests in four 25% tranches upon each price target | Applies to awards granted 6/1/2021 and noted across proxies |
| Stock Options (time-based) | Not disclosed | Service | N/A | 36 monthly installments; typical schedules beginning Mar/Apr 2022, Jan 2024, Jan 2025 | Multiple grants vesting monthly for 36 months |
| Annual Cash Bonus | Not disclosed | Not tied to a single financial metric (development progress, expenses, cash position considered) | Paid amounts shown above | Annual | Comp Committee uses multi-factor qualitative assessment |
Option Grants (recent years):
| Year | Grant Date | Options (#) | Strike ($) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2022 | 3/10/2022 | 500,000 | 2.74 | 1,088,000 |
| 2022 | 4/14/2022 | 100,000 | 2.52 | 209,600 |
| 2023 | 1/3/2023 | 350,000 | 4.19 | 1,177,050 |
| 2024 | 1/12/2024 | 350,000 | 4.39 | 1,046,500 |
Pay Versus Performance (company-reported):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR (cumulative from FY2021 base = $100) | $117.40 | $66.25 | $73.38 |
| Peer Group TSR (S&P Biotech Select Industry Index) | $65.81 | $53.07 | $77.75 |
| Net Loss Attributable to Parent ($mm) | $13.8 | $9.9 | $12.7 |
| Company-Selected Measure | Not included | Not included | Not included |
Stock Option Exercises:
- FY2024: No exercises by Catelani .
- FY2023: No exercises reported for Catelani; Dr. Kumar exercised 40,000 options .
Equity Ownership & Alignment
Beneficial Ownership (shares and % of outstanding):
| As of Record Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| Jan 17, 2023 | 1,245,290 | 3.9% |
| Jan 25, 2024 | 1,647,216 | 4.9% |
| Jan 23, 2025 | 2,124,838 | 6.2% |
Exercisable within 60 days by plan (as of Jan 23, 2025):
- 2010 Plan: 250,000 shares .
- 2018 Plan: 1,830,338 shares .
Outstanding Option Awards (as of Oct 31, 2024):
| Category | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| Time-based | 50,000 | — | 4.85 | 11/15/2026 |
| Time-based | 200,000 | — | 0.96 | 7/6/2027 |
| Time-based | 500,000 | — | 3.70 | 5/8/2028 |
| Time-based | 100,000 | — | 3.84 | 12/12/2029 |
| Time-based | 100,000 | — | 2.83 | 12/23/2030 |
| Time-based | 100,000 | — | 4.02 | 6/1/2031 |
| Performance-based (price hurdles) | 25,000 | 75,000 | 4.02 | 6/1/2031 |
| Time-based | 444,320 | 55,680 | 2.74 | 3/10/2032 |
| Time-based | 86,087 | 13,913 | 2.62 | 4/14/2032 |
| Time-based | 213,822 | 136,178 | 4.19 | 1/3/2033 |
| Time-based | 97,220 | 252,780 | 4.39 | 1/12/2034 |
Ownership policies:
- ANIX reports no practices or policies restricting employee/director hedging (e.g., equity swaps, collars), which may weaken alignment safeguards .
Employment Terms
-
At-will employment; no employment agreements for Catelani or the CEO .
-
Change-of-Control (CoC) economics: time- and performance-based options accelerate and become immediately exercisable upon CoC (Change in Ownership, Effective Control, or Substantial Asset Sale definitions aligned with IRC 409A) .
-
Intrinsic value of accelerated options (point-in-time company calculation): | As of FY-end | Intrinsic Value ($) | |---|---:| | Oct 31, 2022 | $1,667,141 | | Oct 31, 2023 | $124,472 | | Oct 31, 2024 | $54,560 |
-
No severance multiples, bonus severance, or cash CoC payouts disclosed; equity acceleration only .
Compensation Committee Analysis and Governance
- Compensation Committee members: Lewis H. Titterton, Jr. (Chair), Dr. Arnold Baskies, and Emily Gottschalk; all independent .
- Process: multi-factor evaluation reflecting pre-revenue biotech model; reviews development progress, cash position, operating expenses, and may consult external advisors; not tied to a single financial metric .
- Related party transactions: none disclosed beyond compensation .
- Insider trading policy exists; however, ANIX states no hedging policy restrictions for employees/directors .
Investment Implications
- Alignment: Catelani’s significant option exposure (exercisable within 60 days: 2.08 million shares across plans) and rising beneficial ownership from 3.9% (2023) to 6.2% (2025) indicate material equity alignment, but absence of hedging restrictions is a governance weakness that can dampen pure long exposure signals .
- Pay-for-performance: Equity grants emphasize stock price hurdles rather than operational KPIs, suitable for a pre-revenue biotech; cash bonuses are discretionary with qualitative criteria, increasing discretion risk if milestones slip .
- Retention risk: At-will employment and lack of cash severance imply limited guaranteed protections; option acceleration at CoC offers some retention leverage but current intrinsic value has declined with lower share prices ($54k at FY2024 vs $1.67m at FY2022), potentially reducing takeover-related windfalls .
- Trading signals: Watch for vesting triggers at $5/$6/$7/$8 average five-day prices; hitting these thresholds can unlock tranches and potentially add supply via exercises. Recent filings show no Catelani exercises in FY2024; monitor Section 16 Form 4 activity for changes .
- Governance posture: Independent compensation committee and no related-party transactions are positives; lack of hedging restrictions and heavy reliance on options (vs. RSUs/PSUs) mark higher volatility in realized pay outcomes and potential misalignment with long-term fundamental progress .
Key disclosures indicate: (1) Discretionary bonus structure with no single financial measure; (2) Option-based pay with price hurdles; (3) At-will employment with equity-only CoC acceleration; (4) Rising beneficial ownership; (5) No hedging restrictions. These factors suggest equity-linked alignment but with governance and discretion risks to monitor. **[715446_0001493152-25-005199_formdef14a.htm:19]** **[715446_0001493152-25-005199_formdef14a.htm:24]** **[715446_0001493152-25-005199_formdef14a.htm:25]** **[715446_0001493152-25-005199_formdef14a.htm:32]** **[715446_0001493152-25-005199_formdef14a.htm:22]**