Bettina Cockroft
About Bettina M. Cockroft, M.D.
Independent Class III director at Annexon (ANNX) since January 2022; age 58. Chief Medical Officer of Cilcare Inc. (since Jan 2025); prior CMO/SVP roles at Sangamo Therapeutics and Cytokinetics with 30+ years in biopharma clinical development across multiple therapeutic areas. Education: MBA, MIT Sloan; MD, University of Genova (Italy). Tenure on ANNX board through the 2026 annual meeting; independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sangamo Therapeutics, Inc. | SVP & Chief Medical Officer | Sep 2019 – Jun 2023 | Oversaw clinical development activities and operations . |
| Cytokinetics, Inc. | VP, Clinical Research (Neurology) | Aug 2017 – Sep 2019 | Led clinical development of fast skeletal muscle troponin activators in ALS/SMA . |
| Auris Medical AG | Chief Medical Officer | Sep 2013 – Sep 2016 | Led and grew clinical development team; two Phase 3 programs . |
| Merck Serono S.A.; Novartis Consumer Health; Menarini Ricerche/Berlin-Chemie | Increasing responsibility roles | Prior to 2013 | Multi-country program leadership across therapeutic areas . |
| Pharmaceutical Executive Consultant | Consultant | Oct 2016 – Jul 2017 | Strategic clinical development advisory . |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Cilcare Inc. | Chief Medical Officer | Jan 2025 | Current executive role . |
| CNS Pharmaceuticals, Inc. | Director | Current | Public company directorship . |
Board Governance
- Independence: Board determined all directors other than CEO Douglas Love are independent; Cockroft qualifies as independent under Nasdaq Listing Rules .
- Board structure: Chair separate from CEO (Chair: Thomas G. Wiggans) .
- Committees:
- Audit Committee: Member; Committee met 4 times in 2024; Chair is William D. Waddill; Waddill and Satter are audit financial experts .
- Science & Technology Committee: Member; Committee met 5 times in 2024; Chair is William H. Carson, M.D. .
- Attendance: Board met 6 times in 2024; each member attended ≥85% of aggregate Board and committee meetings; independent directors met in regular executive sessions; all directors attended the 2024 annual meeting .
- Director class and term: Class III director; term expires at the 2026 annual meeting .
- Board diversity context: Board has two female directors; five directors from diverse demographic backgrounds .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainers + committee fees) | $55,125 | Actual earned in 2024 . |
| Option awards (grant-date fair value, ASC 718) | $239,238 | Annual option grant value . |
| Total | $294,363 | 2024 director compensation . |
Director compensation program (amended Apr 2025):
- Annual cash retainer: $40,000; Non-executive chair additional $35,000 .
- Committee cash fees: Audit ($20,000 chair; $10,000 member); Compensation ($12,000 chair; $6,000 member); Nominating & Corporate Governance ($10,000 chair; $5,000 member); Science & Technology ($12,000 chair; $6,000 member) .
- Equity: Initial option grant of 110,000 shares at appointment (vests monthly over 3 years); Annual option grant of 55,000 shares at each annual meeting (vests by next annual meeting or first anniversary); full vesting on change of control .
Performance Compensation
| Metric Type | Disclosure | Terms |
|---|---|---|
| Performance‑based metrics for director pay | Not disclosed | Non‑employee director equity is time‑based options; no TSR/financial performance conditions disclosed . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Indicator |
|---|---|---|
| CNS Pharmaceuticals, Inc. | Director | No Annexon‑related party transactions disclosed involving Cockroft; Audit Committee reviews related party transactions . |
- Related party transactions: Disclosed transactions involve entities affiliated with director Muneer A. Satter (Alerce Medical Technology Partners) and large holders (Redmile, Logos Funds); no transactions disclosed involving Cockroft .
- Policy: Audit Committee must review/approve related person transactions >$120,000 .
Expertise & Qualifications
- Clinical development leadership across neurology and multiple therapeutic areas; oversight of Phase 3 programs .
- Financial literacy: Audit Committee member; Board states all Audit members can read and understand fundamental consolidated financial statements .
- Education: MBA (MIT Sloan), MD (University of Genova) .
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 31, 2025) | Ownership % | Composition |
|---|---|---|---|
| Bettina M. Cockroft, M.D. | 68,000 shares (options exercisable within 60 days) | <1% | 68,000 shares via options exercisable within 60 days; total options outstanding 112,000 as of Dec 31, 2024 . |
- Hedging/Pledging: Company prohibits hedging transactions and pledging/margin accounts for directors, officers, employees and consultants .
- Equity plan context: Equity compensation plans and option programs disclosed; no director stock ownership guidelines disclosed in proxy .
Governance Assessment
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Strengths
- Independence and committee engagement: Independent director with seats on Audit and Science & Technology—critical for financial oversight and R&D governance .
- Attendance/engagement: Met ≥85% attendance threshold; committees active (Audit 4x; S&T 5x in 2024) .
- Compensation structure: Majority of director compensation delivered in equity options, aligning incentives with shareholder outcomes; cash fees modest .
- Controls: Anti‑hedging/anti‑pledging policy; formal related‑party review; clawback policy adopted Nov 2023; independent compensation consultant (Alpine) engaged by Compensation Committee .
- Shareholder sentiment: Prior say‑on‑pay vote (executives) received >97% approval, indicating general support for pay practices (context for governance culture) .
-
Watch items / potential risks
- External executive role: As CMO of Cilcare Inc. while serving on ANNX board—no conflicts disclosed, but monitor for any business dealings affecting independence; Audit Committee oversees related‑party transactions .
- Option‑only equity for directors: Time‑based vesting without performance metrics; while common for small/mid‑cap biotech, investors may prefer performance‑linked director equity; current program vests fully on change of control .
- Ownership alignment: Beneficial ownership consists of options exercisable (68,000) with total options outstanding of 112,000; limited direct share ownership disclosed; no director ownership guidelines disclosed .
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Overall: Governance profile indicates independence, active committee participation and alignment policies; no disclosed related‑party concerns involving Cockroft. Continued monitoring of her external CMO role and any future transactions is warranted to preserve investor confidence .