Douglas Love
About Douglas Love
Douglas E. Love, age 57, is Annexon’s President & Chief Executive Officer and a Class III director, serving since December 2014; he holds a B.S. in business administration from USC and a J.D. with great distinction from McGeorge School of Law . Under SEC pay-versus-performance disclosure, Annexon’s total shareholder return values were 20.7 (2022), 18.1 (2023), and 20.5 (2024), alongside net losses of $142M, $134M, and $138M, respectively . Say-on-pay support exceeded 97% at the last annual meeting, indicating strong shareholder backing for the compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elan Pharmaceuticals | Head of Strategic Alliances, Business Development & Business Integration | 2006–2008 | Built alliances, integrated businesses |
| Elan Pharmaceuticals | Head of Operations & Strategic Alliances (led Tysabri MS franchise; Alzheimer’s Immunotherapy licensed to J&J; led Commercial, Medical Affairs, Alliance Mgmt.) | 2008–Apr 2013 | Led major neurology franchise and partnered programs |
| Genentech | Section Corporate Counsel, led BioOncology Healthcare Law Group | Not disclosed | Legal leadership in oncology |
| Amgen | Corporate Counsel | Not disclosed | Corporate legal counsel experience |
| Orrick, Herrington & Sutcliffe LLP | Associate | Not disclosed | Foundational corporate law experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy bios | — | — | — |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 593,380 | 641,099; base set to $650,000 in Feb 2024 |
| Target Bonus % (CEO) | Not disclosed | 55% of base salary |
| Actual Bonus Paid ($) | 375,703 (non-equity incentive) | 357,500 (non-equity incentive) |
| Perquisites ($) | 11,039 (key-person life insurance $8,660; 401(k) match $2,379) | 12,208 (key-person life insurance $8,208; 401(k) match $4,000) |
Performance Compensation
| Metric | Weighting/Structure | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate goals (eligible up to 160% of target); CEO based solely on corporate goals | 100% of target at plan-level | Corporate achievement approved at 100% | $357,500 (equals 55% of $650k base ≈ target) | Cash (no vesting) |
| 2024 Option Grant | Options for 656,200 shares; monthly vest in 48 equal installments from grant date | Time-based | Time-based | Grant-date fair value $2,661,939 | 1/48th monthly from 2/16/2024; expires 2/16/2034; $5.13 strike |
| RSUs (legacy) | 13,334 RSUs (2/11/2022) vest in three equal annual installments | Time-based | Time-based | Market value $68,404 at 12/31/2024 ($5.13 x 13,334) | Annual on each anniversary |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (3/31/2025) | 2,652,406 shares (2.37% of outstanding) |
| Breakdown | 351,554 common shares held; 2,300,852 shares acquirable via options within 60 days of 3/31/2025 |
| Anti-Hedging/Anti-Pledging Policy | Company prohibits hedging and pledging, including margin accounts; applies to directors/officers/employees/consultants |
| Clawback Policy | Adopted Nov 2023, compliant with Dodd-Frank/Nasdaq; filed as exhibit to 2023 10-K |
Outstanding CEO Equity Awards (as of 12/31/2024)
| Vesting Commencement | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 12/12/2014 | 37,994 | — | 1.41 | 1/22/2025 | — | — |
| 12/12/2018 | 537,844 | — | 5.11 | 1/22/2029 | — | — |
| 6/29/2020 | 414,301 | — | 13.30 | 6/29/2030 | — | — |
| 2/25/2021 | 311,458 | 13,542 | 30.07 | 2/25/2031 | — | — |
| 2/11/2022 | 226,666 | 93,334 | 6.94 | 2/11/2032 | 13,334 | 68,404 |
| 7/11/2022 | 241,666 | 58,334 | 3.91 | 7/11/2032 | — | — |
| 2/16/2023 | 158,125 | 186,875 | 5.94 | 2/16/2033 | — | — |
| 2/16/2024 | 136,708 | 519,492 | 5.13 | 2/16/2034 | — | — |
| Notes | Options generally vest 1/48 monthly; RSUs vest annually over three years |
Employment Terms
- Severance (non-CIC): If terminated without Cause or resigns for Good Reason outside CIC window, CEO receives 12 months base salary and 12 months COBRA premiums (lump sum/costs as applicable), subject to release .
- CIC-related (double-trigger): If terminated without Cause or resigns for Good Reason within 3 months before to 12 months after a change in control, CEO receives 18 months base salary plus 1.5x target annual bonus, 18 months COBRA premiums, and full acceleration of all unvested equity awards, subject to release .
- Definitions of “Cause” and “Good Reason” are standard and specified (material reduction in salary/benefits, material diminution in duties, relocation >50 miles, cure period and notice required) .
- Clawback, insider trading, anti-hedging, and anti-pledging policies apply company-wide .
Board Governance
- Roles separated: Board chair is Thomas G. Wiggans; CEO is Douglas Love; Board deems this structure appropriate to maintain oversight independence and operational focus .
- Independence: All directors except Mr. Love are independent under Nasdaq rules; Love is non-independent due to his executive role .
- Committees and membership:
- Compensation Committee: Dr. Carson, Ms. Choi, Mr. Wiggans; Alpine Rewards serves as independent consultant; met 4 times in 2024 .
- Nominating & Corporate Governance: Mr. Satter (chair), Mr. Waddill, Mr. Wiggans; met 2 times in 2024 .
- Science & Technology: Dr. Carson (chair), Dr. Cockroft, Ms. Choi (all independent) .
- Meetings and attendance: Board met 6 times; each director attended ≥85% of aggregate board and committee meetings; independent directors met in regular executive sessions; all directors attended 2024 annual meeting .
Director Compensation
- CEO does not receive additional director compensation; non-employee directors receive cash retainers and annual/initial option grants per program (amended April 2025) .
- Non-employee director cash retainers: $40,000 base; additional for chair and committee roles (Audit chair $20,000; Audit member $10,000; Compensation chair $12,000; Compensation member $6,000; Nominating chair $10,000; member $5,000; Science & Tech chair $12,000; member $6,000) .
- Director options: Initial 110,000 shares (3-year monthly vest); annual 55,000 shares (vest by next annual meeting or 1 year), both fully vest on change in control .
Performance & Track Record (Pay vs Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Summary Compensation Table Total for PEO ($) | 3,582,434 | 2,453,184 | 3,672,746 |
| Compensation Actually Paid to PEO ($) | 272,095 | 1,202,088 | 4,367,052 |
| Total Shareholder Return ($ value of $100) | 20.7 | 18.1 | 20.5 |
| Net Income (Loss) ($ Million) | (142) | (134) | (138) |
Financial Performance Reference
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | -143,493,000* | -141,575,000* | -151,923,000* |
| Net Income ($) | -141,947,000* | -134,237,000* | -138,200,000* |
Values retrieved from S&P Global*
Compensation Structure Analysis
- Mix: Equity-heavy compensation with sizable option grants; 2024 CEO option award grant-date fair value rose to $2.66M from $1.47M in 2023, while cash bonus moved modestly lower ($357.5k in 2024 vs $375.7k in 2023) .
- Pay-for-performance: 2024 corporate goals achieved at 100%, aligning payout with target; CEO bonus structured solely on corporate results (no individual component), reinforcing corporate execution alignment .
- Governance controls: Clawback policy adopted (Nov 2023) and strict anti-hedging/anti-pledging limits enhance shareholder alignment and reduce risk of misaligned incentives .
- Consultant/peer benchmarking: Compensation Committee engaged independent consultant (Alpine) and updated market-based guidelines and peer group analysis for 2024 .
Vesting Schedules and Insider Selling Pressure
- Monthly vesting cadence across large option grants (including 2024 CEO grant: 656,200 shares, 1/48 monthly) creates continuous vesting events; monitor Form 4 filings for potential selling pressure around recurring vest dates .
- Anti-pledging and anti-hedging policy materially reduces risk of forced sales or hedged positions .
Equity Ownership & Pledging
- CEO’s beneficial ownership is 2.37% (2,652,406 shares), including 351,554 common shares and 2,300,852 options exercisable within 60 days; no pledging permitted under policy .
Employment Contracts, Severance, and Change-of-Control Economics
- Non-CIC severance: 12 months base salary + 12 months COBRA for CEO; subject to release .
- CIC severance: 18 months base + 1.5x target bonus + 18 months COBRA + full equity acceleration for termination without Cause or resignation for Good Reason during CIC window (3 months pre- to 12 months post-CIC) .
- Triggers and protections: Detailed “Cause” and “Good Reason” definitions and cure/notice provisions reduce dispute risk .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval exceeded 97% at last annual meeting; company continues annual advisory votes and monitors outcomes; Board recommends “FOR” on 2025 say-on-pay .
Board Service History and Dual-Role Implications
- Board service: Class III director continuing in office until the 2026 annual meeting; extensive business and legal leadership background in biotech .
- Dual role implications: CEO is not independent; however, roles are split with a non-executive chair (Wiggans), which mitigates CEO-chair concentration concerns and supports independent oversight; independent directors hold executive sessions regularly .
- Committee roles: Compensation Committee (Carson, Choi, Wiggans), Nominating (Satter, Waddill, Wiggans), Science & Technology (Carson, Cockroft, Choi); Love is not listed among committee members (consistent with independence standards) .
Investment Implications
- Alignment: Strong governance guardrails (clawback, anti-hedging/pledging) plus bonus tied to corporate milestones align the CEO with clinical and operational execution; say-on-pay support >97% reduces governance overhang .
- Retention and liquidity: Robust CIC protections (cash multiples and full acceleration) may reduce retention risk through strategic events; monthly vesting across large option tranches warrants monitoring for insider activity and potential overhang as shares become sale-eligible .
- Performance backdrop: Despite continuing net losses and negative EBITDA, TSR values in the pay-versus-performance table reflect volatile equity outcomes typical in clinical-stage biotech; sizing of equity awards suggests emphasis on longer-term value creation through pipeline inflection points .
- Governance structure: Separation of CEO/chair and independence across committees supports objective oversight; continued use of independent consultant and peer benchmarking mitigates pay inflation and interlock risks .